Statement of Beneficial Ownership (sc 13d)
June 22 2021 - 9:24AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Taronis
Fuels, Inc.
(Name
of Issuer)
Common
Stock, par value $0.000001 per share
(Title
of Class of Securities)
87621P209
(CUSIP
Number)
Thomas
Wetherald
49
Red Gate Lane
Cohasset,
MA 02025
(585)
317-5667
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June
4, 2021
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 87621P209
|
SCHEDULE 13D
|
PAGE 2
|
1
|
NAMES
OF REPORTING PERSON
Thomas
Wetherald
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,766,667
|
8
|
SHARED
VOTING POWER
-0-
|
9
|
SOLE
DISPOSITIVE POWER
1,766,667
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,766,667
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%(1)
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1)
|
Calculated
based on 17,177,607 shares of common stock, $0.000001 par value per share, of Taronis Fuels, Inc. (the “Issuer”)
outstanding as of June 4, 2021, as provided by the Issuer.
|
CUSIP No. 87621P209
|
SCHEDULE 13D
|
PAGE 3
|
Introductory
Note
The
Reporting Person (as defined in Item 2 below) previously reported beneficial ownership of Common Stock (as defined in Item 1 below) of
the Issuer (as defined in Item 1 below) in a Statement on Schedule 13D (including amendments thereto) as a member of a group that dissolved
April 8, 2021. The Reporting Person is filing this Statement on Schedule 13D as a result of the acquisition of 833,334 shares of Common
Stock on June 4, 2021 upon the automatic conversion of a senior convertible promissory note purchased by the Reporting Person from the
Issuer on May 3, 2021.
Item 1.
|
SECURITY AND ISSUER
|
This
Schedule 13D relates to the common stock, $0.000001 par value per share (the “Common Stock”), of Taronis Fuels, Inc. (the
“Issuer”). The principal executive office of the Issuer is 24980 N. 83rd Avenue, Suite 100, Peoria, Arizona 85383.
Item
2.
|
IDENTITY
AND BACKGROUND
|
(a)
|
Thomas
Wetherald (the “Reporting Person”)
|
|
|
(b)
|
The
Reporting Person’s residence is 49 Red Gate Lane, Cohasset, Massachusetts 02025.
|
|
|
(c)
|
The
Reporting Person’s principal occupation is a private investor.
|
|
|
(d)
|
The
Reporting Person has not, during the last five (5) years, been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors).
|
|
|
(e)
|
The
Reporting Person has not, during the last five (5) years, been a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
|
|
|
(f)
|
The
Reporting Person is a citizen of the United States of America.
|
Item
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
All
of the shares of Common Stock to which this Schedule 13D relates were acquired by the Reporting Person using his personal funds. The
aggregate purchase price of the 1,766,667 shares of Common Stock acquired by the Reporting Person was approximately $9,500,000, including
$2,500,000 for a senior convertible promissory note purchased by the Reporting Person on May 3, 2021, which senior convertible promissory
note automatically converted into 833,334 shares of Common Stock on June 4, 2021.
Item
4.
|
PURPOSE
OF TRANSACTION
|
The
Reporting Person acquired the shares of Common Stock based on the Reporting Person’s belief that the shares of Common Stock, when
purchased, represented an attractive investment opportunity.
The
Reporting Person is a director of the Issuer and plans to resign from the Board of Directors on December 31, 2021. Other than such planned
resignation, the Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set
forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Notwithstanding
the foregoing, the Reporting Person reserves the right, and may in the future choose, to change his purpose with respect to his ownership
of the shares of Common Stock he now owns and to take such actions as he deems appropriate in light of the circumstances including, without
limitation, to acquire additional shares of Common Stock or to dispose of, in any manner permitted by law, all or a portion of the Common
Stock which he now owns or may hereafter acquire.
The
disclosures set forth in Item 3 and Item 5 are incorporated by reference herein.
CUSIP No. 87621P209
|
SCHEDULE 13D
|
PAGE 4
|
Item
5.
|
INTEREST
IN SECURITIES OF THE ISSUER
|
(a)
|
1,766,667
shares of Common Stock, representing 10.3% of the total outstanding shares of Common Stock (based on 17,177,607 shares of Common
Stock outstanding as of June 4, 2021, as provided by the Issuer).
|
(b)
|
(i)
|
Sole
power to vote or direct the vote: 1,766,667
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: -0-
|
|
|
|
|
(iii)
|
Sole
power to dispose or direct the disposition: 1,766,667
|
|
|
|
|
(iv)
|
Shared
power to dispose or direct the disposition: -0-
|
(c)
|
There
have been no transactions in the shares of Common Stock during the sixty days prior to the date of this Schedule 13D by the Reporting
Person, except the Reporting Person purchased a senior convertible promissory note in the amount of $2,500,000 from the Issuer on
May 3, 2021, which senior convertible promissory note automatically converted into 833,334 shares of Common Stock on June 4, 2021
at $3.00 per share.
|
(d)
|
No
person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by the Reporting Person.
|
Item
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
Not
applicable.
Item
7.
|
MATERIAL
TO BE FILED AS EXHIBITS
|
Not
applicable.
CUSIP No. 87621P209
|
SCHEDULE 13D
|
PAGE 5
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
June 22, 2021
/s/
Thomas Wetherald
|
|
THOMAS
WETHERALD
|
|
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