Current Report Filing (8-k)
14 Abril 2020 - 10:31AM
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): April 14, 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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Securities
Purchase Agreement
On
April 13, 2020, Taronis Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”)
with an accredited investor identified on the signature page thereto (“Investor”). Under the terms of the SPA, the
Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company 10,950,000 shares
of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), for a total gross purchase price
of $1,344,660 (the “Offering”). The closing of the Offering is contemplated to occur on April 14, 2020.
The SPA contains customary representations, warranties and agreements by us and customary conditions to closing.
The
sale of the Common Stock at a price of $0.1228 per share is being made pursuant to a prospectus supplement, which will
be filed with the Securities and Exchange Commission (the “SEC”) on or about April 14, 2020, and accompanying
base prospectus relating to the Company’s shelf registration statement on Form S-3 (File No. 333-230854), which was declared
effective by the SEC on April 24, 2019.
The
above description of the SPA does not purport to be complete and is qualified in its entirety by the full text of such SPA, which
is incorporated herein and attached hereto as Exhibit 10.1.
Warrant
In connection with the SPA, the Company granted the Investor Warrants
to purchase up to 10,950,000 shares of Common Stock, representing one hundred percent (100%) of the total number of shares of common
stock sold under the SPA. The Warrants will be exercisable beginning on the Initial Exercise Date, in whole or in part, at
an exercise price of $0.15 per share (the “Exercise Price”). The Warrants will be exercisable for 12 months following
the Initial Exercise Date. Assuming full exercise of the Warrants the Company would receive gross proceeds of $1,642,500.
If after ninety (90) days after the Initial
Exercise Date there is no effective registration statement registering, or no current prospectus is available for the resale of,
the Warrant Shares, the Investor may exercise the Warrants by means of a “cashless exercise”. Subject to limited exceptions,
a holder of Warrants will not have the right to exercise any portion of its Warrants if such holder, together with its affiliates,
would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding
immediately after giving effect to such exercise. The Exercise Price and number of Warrant Shares issuable upon the exercise of
the Warrants will be subject to adjustment in the event of any stock dividends, forward or reverse stock split, recapitalization,
reorganization or similar transaction, as described in the Warrants.
The offering of the Warrants is exempt
from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The above description of the Warrants does not purport to be
complete and is qualified in its entirety by the full text of the “form of” Warrant which is attached hereto as Exhibit
10.2, and incorporated herein by reference.
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:
April 14, 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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Taronis Technologies (NASDAQ:TRNX)
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