Current Report Filing (8-k)
May 26 2022 - 5:02PM
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): May 23, 2022
TARONIS
FUELS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-56101 |
|
32-0547454 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employee
Identification
No.) |
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):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
None |
|
N/A |
|
N/A |
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
7.01 Regulation FD Disclosure.
On
May 23, 2022, Taronis Fuels, Inc. (the “Company”) filed a Form 15 with the Securities and Exchange Commission voluntarily
to deregister its common stock and associated rights under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
As
disclosed in a Current Report on Form 8-K filed by the Company on April 12, 2021 and in subsequent press releases and public filings,
the Company has been seeking to restate its historical financial results and become current in its reporting obligations under the Exchange
Act, but for a variety of reasons, including certain deficiencies in data related to IT system due to poor historic processes and controls,
the Company has been unable to complete a restatement of its historical financial results and become current in its reporting obligations.
The
Company retained outside consultants and incurred significant expense in pursuit of these goals. However, the Company’s Board of
Directors determined that the Company’s limited financial resources could not support the level of work needed for the restatement
and for the Company to become current in its reporting obligations. The Company sought to raise funds in order to continue the work needed
for these goals, but the Company was unable to secure any such funding, in large part because the ongoing investigation of the Company
by the Securities and Exchange Commission and the possible outcomes of such investigation, including without limitation potential disgorgement
of amounts raised by the Company in private placements in 2020 and the potential payment of civil penalties by the Company. As a result,
the Board concluded that the Company would not be able to restate its historical financial results and become current in its reporting
obligations under the Exchange Act without unreasonable effort and expense.
After
careful consideration of the alternatives, the Board of Directors determined that deregistering the Company’s securities under
the Exchange Act is in the best interests of the Company and its stockholders because, among other reasons, deregistration should reduce
legal, accounting and consultant expense and allow for the reallocation of management and employee time to advancing core business strategies
and the Company and its stockholders are unlikely to benefit from continued registration of the Company’s securities under the
Exchange Act.
The
Company was eligible to deregister its common stock and the associated rights by filing a Form 15 under Section 12(g) of the Exchange
Act because the Company had fewer than 300 holders of record. The Company’s obligation to file periodic reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under Section 13(a) of the Exchange Act was suspended
upon filing the Form 15. The deregistration under Section 12(g) of the Exchange Act is expected to be effective 90 days after filing
the Form 15 at which time the Company’s other filing requirements under Section 13(a) of the Exchange Act will terminate.
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:
May 26, 2022 |
TARONIS
FUELS, INC. |
|
|
|
|
By:
|
/s/
Jered Ruyle |
|
Name: |
Jered
Ruyle |
|
Title: |
President
and Chief Executive Officer |
Taronis Fuels (CE) (USOTC:TRNF)
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