Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-230854
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated April 24, 2019)
TARONIS
TECHNOLOGIES, INC.
$524,946.49
of Shares of Common Stock
Pursuant to this prospectus supplement and
the accompanying prospectus, we are offering an aggregate of $524,946.49 of shares of our common stock (the “Common Stock”).
The shares of Common Stock are being issued directly to the counterparties set forth on the signature pages of four separate securities
settlement agreements the Company entered into on April 14, 2020 (collectively the “Holders”). The shares of
Common Stock are being issued to the Holders at $0.13 per share and are being issued to satisfy outstanding indebtedness or fees
owed to the respective Holders.
No cash will be received by the Company from
this issuance, but the outstanding indebtedness of $524,946.49 will be fully satisfied.
We have agreed to bear all of the expenses
incurred in connection with the registration of these shares.
We may amend or supplement this prospectus
supplement from time-to-time by filing amendments or supplements as required. You should read the entire prospectus and any amendments
or supplements carefully before you make your investment decision.
Our common stock is listed on the NASDAQ Capital
Market under the symbol “TRNX.” On April 14, 2020, the last reported sale price of our common stock on the NASDAQ
Capital Market was $0.1164 per share.
Investing
in the securities involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectus supplement
and in the documents to be filed with the Securities and Exchange Commission that are incorporated by reference in this prospectus
before deciding to purchase our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus
Supplement dated April 15, 2020.
TABLE
OF CONTENTS
You
should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying
prospectus and in any free writing prospectus that we have authorized for use in connection with this offering. We have not authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this prospectus supplement, the accompanying prospectus, the documents incorporated
by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized
for use in connection with this offering, is accurate only as of the date of those respective documents. Our business, financial
condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement,
the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus,
and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making
an investment decision. You should also read and consider the information in the documents to which we have referred you in the
sections of this prospectus supplement entitled “Information Incorporated by Reference” and “Where You Can Find
More Information.”
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed with the
Securities and Exchange Commission, or SEC, using a “shelf” registration process. This document contains two parts.
The first part consists of this prospectus supplement, which provides you with specific information about this offering. The second
part, the accompanying prospectus, provides more general information about the securities we may offer from time to time, some
of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to both
parts combined. This prospectus supplement may add, update or change information contained in the accompanying prospectus. To
the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus
or any documents incorporated by reference herein or therein, the statements made in this prospectus supplement will be deemed
to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference herein and therein.
Unless
the context otherwise requires, all references to the terms “we,” “us,” “our,” and the “Company”
throughout this prospectus supplement mean Taronis Technologies, Inc. and its subsidiaries.
All
references in this prospectus supplement to our financial statements include, unless the context indicates otherwise, the related
notes.
The
industry and market data and other statistical information contained in the documents we incorporate by reference are based on
management’s own estimates, independent publications, government publications, reports by market research firms or other
published independent sources, and, in each case, are believed by management to be reasonable estimates. Although we believe these
sources are reliable, we have not independently verified the information.
The
information contained in this prospectus supplement or the accompanying prospectus is accurate only as of the date of this prospectus
supplement or the accompanying prospectus, regardless of the time of delivery of this prospectus supplement, the accompanying
prospectus or of any sale of the securities. We further note that the representations, warranties and covenants made by us in
any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus supplement or the
accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose
of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant
to you. Moreover, such representations, warranties and covenants should not be relied on as accurately representing the current
state of our affairs.
No
action has been or will be taken in any jurisdiction by us that would permit a public offering of the common stock or the possession
or distribution of this prospectus supplement and the accompanying prospectus in any jurisdiction, other than in the United States.
Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must
inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this
prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying
prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy,
any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which
it is unlawful for such person to make such an offer or solicitation.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary of our business highlights some of the information contained elsewhere in or incorporated by reference into
this prospectus supplement. Because this is only a summary, however, it does not contain all of the information that may be important
to you. You should carefully read this prospectus supplement and the accompanying prospectus, including the documents incorporated
by reference, which are described under “Information Incorporated by Reference” and “Where You Can Find More
Information” in this prospectus supplement. You should also carefully consider the matters discussed in the section entitled
“Risk Factors” in this prospectus supplement, in the accompanying prospectus and in other periodic reports incorporated
herein by reference.
Our
Company
Overview
We
are a technology-based company that is focused on addressing the global constraints on natural resources, including water. Our
core technology application – water decontamination/sterilization – is derived from our patented and proprietary Venturi®
Plasma Arc System (“Venturi System”). The Venturi System works by generating a combination of electric current, heat,
ultraviolet light and ozone, that affects the feedstock (wastewater) run through the system. We use our Venturi System to sterilize
bio-contaminants in waste and decontaminate water. We also own a controlling interest in a water conservation technology company
called the WATER PILOT® (“Water Pilot”).
Sterilization
Mode
The
Venturi System may process any number of liquified waste streams. In most cases we pass the selected waste stream through the
system a limited number of times to achieve the maximum sterilization/decontamination effect on the waste stream. The system mode
also produces modest amounts of gas as a byproduct. Our proprietary combination of electric current, heat, ultraviolet light and
ozone has shown an ability to eliminate up to 99.9% of EPA and USDA regulated pathogens such as e-coli and fecal coliform. We
also believe our technology has the capability to eliminate cyanobacteria commonly referred to as “blue-green algae”
and are currently conducting tests to verify that capability.
The
Venturi System forces a high-volume flow of liquid waste through a submerged plasma arc existing between carbon electrodes, a
process which sterilizes the bio-contaminants within the waste without requiring any chemical disinfecting agents. The Venturi
System also releases a clean gas as a byproduct of the decontamination and sterilization process, which we believe could be used
to offset some energy consumption. Because our Venturi Systems are available in various sizes from 50kW to 500kW, they are applicable
to a broad array of end-users, including: (i) producers of contaminated waste streams (commercial manufacturers, farming operations,
chemical producers, etc.) who either desire to or are mandated by law to treat agricultural, pharmaceutical, industrial or manufacturing
waste streams prior to release into the ecosystem and (ii) local, state or federal governments, desirous of decontaminating water
sources or reclaiming waste water that is otherwise unusable.
The
WATER PILOT®
The
Company also owns a controlling interest in Water Pilot, LLC. The Water Pilot System immediately reduces water consumption and
provides its end users with live remote consumption monitoring for long term leak protection and water asset management. An integral,
client-based alarm and notification system that reports to any mobile device. Water Pilot may be appropriate for a wide range
of businesses or properties with a water meter. The Company currently sells the Water Pilot directly and through a network of
commissioned sales agents across the United States.
Our
Strategy
We
strive to be a leading clean technology company focused on water sterilization and decontamination. We seek to accomplish this
goal through commercialization of our existing proprietary product, acquisition of similarly aligned businesses and through research
and development to improve upon our products and discover new products or applications.
To
further the commercialization of our Venturi Systems for decontamination and sterilization, over the course of our history we
have applied for and have been awarded two grants from the United States Department of Agriculture and have successfully completed
a number of pilot studies and plan to open a commercial sterilization and decontamination facility in the United States within
the next year and/or enter into one or more joint ventures for the commercialization of our products and services.
We
also own acquired a controlling interest in the Water Pilot, LLC, which is a water conservation technology company.
Our
research and development activities are focused on:
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the
potential ability to use the Venturi System for the processing of agricultural waste and for the elimination of bacteria,
generally;
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proving
and scaling the utility of our Venturi System on a large-scale industrial basis;
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improvement
of existing intellectual property related to the Water Pilot.
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Our
Distribution & Sales Network
Our
Venturi System is distributed directly by the Company and marketed and/or sold via a network of international brokers for waste
water sterilization and decontamination. We are also exploring a number of commercial applications for the Venturi® system
for sterilization. Additionally, the Water Pilot is sold directly by the Company and through a network of commissioned sales agents
across the United States.
Competitive
Business Conditions
The
competitive landscape in which the Venturi System may be utilized for wastewater decontamination and sterilization is relatively
undeveloped and we are not aware of any direct competitors at this time that utilize similar technology, although there are a
number of companies focused on waste water sterilization and/or decontamination.
We
are unaware of direct competition related to the Water Pilot at this time, although there are a number of other water conservation
technologies in the marketplace today.
Reverse
Split
On
January 30, 2019, the Company effected a 1 for 20 reverse split of its issued and outstanding common stock. Thereafter, on August
22, 2019, the Company effected a 1 for 5 reverse split of its issued and outstanding common stock in order to regain compliance
with The Nasdaq Capital Markets’ minimum bid price rule. All share information in this prospectus supplement is retroactively
reflected for the August 22, 2019 reverse split.
Spin-Off
of Taronis Fuels, Inc.
On
December 5, 2019 (the “Distribution Date”), the Company distributed 5 shares of its wholly owned subsidiary, Taronis
Fuels, Inc., for every 1 share of the Company owned by holders of record on November 29, 2019 and retained through the Distribution
Date. Taronis Fuels, Inc. is now a separate company and the Company has not retained any historical operations related to the
Venturi® System for the production of MagneGas or any other industrial welding supply and gas distribution operations.
Corporate
Information
Taronis
Technologies, Inc. was organized as 4307 INC. under the laws of the State of Delaware on December 9, 2005. The name of the Company
was later changed to MagneGas Corporation and thereafter to MagneGas Applied Technology Solutions, Inc. On January 31, 2019, the
name of the Company was changed to Taronis Technologies, Inc. Our corporate headquarters are located at 300 W. Clarendon Ave.
#230, Phoenix, Arizona 85085 and our telephone number is (866) 370-3835.
The
Offering
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Common
Stock offered by the Company:
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4,038,051
shares of common stock having an aggregate market value of $524,946.49. Each share of common stock will be issued at $0.13
per share.
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Common
Stock to be outstanding
after this offering:
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189,999,784
shares, assuming the issuance of up to 4,038,051 shares hereunder at a price of $0.13 per share.
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Use
of proceeds:
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The
proceeds from this offering will be applied to the repayment of certain fees owed or to be owed. We will not receive any cash
proceeds from this offering. See “Use of Proceeds” on page S-8 of this prospectus supplement.
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Nasdaq
Capital Market (“Nasdaq”) Symbol:
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TRNX
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Risk
factors:
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This
investment involves a high degree of risk. See the information contained in or incorporated by reference under “Risk
Factors” beginning on page S-5 of this prospectus supplement and in the documents incorporated by reference into this
prospectus supplement.
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The number of shares of our common stock outstanding
has been adjusted for the 1 for 20 reverse split that was effected on January 30, 2019 and the 1 for 5 reverse split that was
effected on August 22, 2019 and is based on 185,961,733 shares of our common stock outstanding as of April 14, 2020 and excludes
the following (in each case, as of April 14, 2020):
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2,311
shares of common stock issuable upon the exercise of options;
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1,945
shares of common stock that are issuable upon the exercise of common stock warrants issued in a private placement in June
2017 (the “June 2017 Private Placement”);
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278
shares of common stock that are issuable upon the exercise of placement agent warrants issued in the June 2017 Private Placement;
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218,000
shares of common stock that are issuable upon the exercise of common stock warrants issued in our October 2018 registered
direct offering and concurrent private placement;
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94,650
shares of common stock that are issuable upon the exercise of common stock warrants issued pursuant to our February 2019 public
offering;
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3,111,111
shares of common stock issuable upon exercise of common stock warrants issued in connection with our November 2019 registered
direct offering;
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2,000,000
shares of common stock issuable upon exercise of common stock warrants issued in connection with our December 2019 offering;
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4,750,000
shares of common stock issuable upon exercise of common stock warrants issued in connection with the termination of our December
2019 offering of shares of our Series H Convertible Preferred Stock (the “December 2019 Offering”);
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500,000
shares of common stock issuable upon exercise of the common stock warrants issued to a broker-dealer in connection with the
termination of the December 2019 Offering;
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Approximately
1,555,556 shares of common stock issuable upon the conversion of Series G-1 Convertible Preferred Stock; and
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2,000,000
shares of common stock issuable upon exercise of common stock warrants issued in connection with a waiver agreement executed
in January 2020.
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Except
as otherwise indicated herein, all information in this prospectus supplement assumes, including the number of shares of common
stock that will be outstanding after this offering, assumes or gives effect to:
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a
1-for-5 reverse stock split of our common stock effected on August 22, 2019;
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no
exercise of outstanding options after April 14, 2020; and
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no
exercise of outstanding warrants after April 14, 2020.
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RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully
consider the risks discussed under the Section captioned “Risk Factors” contained in our Annual Report on Form 10-K
for the year ended December 31, 2018 and in our Quarterly Reports on Form 10-Q filed with the SEC subsequent to the Form 10-K,
and in other documents that we subsequently file with the SEC, all of which are incorporated by reference in this prospectus supplement
and the accompanying prospectus in their entirety, together with other information in this prospectus supplement, the accompanying
prospectus, the information and documents incorporated by reference herein and therein, and in any free writing prospectus that
we have authorized for use in connection with this offering. Such risks and uncertainties are not the only ones we face. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.
The occurrence of any of the events or actions described in these risk factors may have a material adverse effect on our business,
financial condition or results of operations.
Risks
Relating to Our Business
Our
business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail
to grow or fail to manage our growth effectively.
Over
the course of our business development as a technology company, we have established a retail and wholesale platform and network
of brokers to sell our products. Our business strategy includes continued expansion of this our sales network by way of acquisitions,
organic growth and entry into joint venture arrangements. During the last two years, to further our strategy, we made changes
to our executive management team, including a new chief executive officer and chief financial officer. Our ability to successfully
grow will depend on a variety of factors, including the ability of these executive officers to execute our business strategy.
Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth
effectively, our financial condition and operating results could be negatively affected. Furthermore, there are considerable costs
involved in acquiring companies, and generally a period of time is required to generate the necessary revenues to offset these
costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion can be expected
to negatively impact our earnings until certain economies of scale are reached, if at all.
Pending
and future litigation and government investigations may have a material adverse impact on our financial condition and results
of operations.
From
time to time the Company has been and may be a party to litigation matters or regulatory investigations involving claims against
the Company or its wholly-owned subsidiaries involving our business, which operates within a highly regulated industry. The Company
is subject to an increased risk of litigation and regulatory investigation due to the Company’s operation in a highly regulated
industry.
On
September 4, 2018, we received notice that a law firm representing the estate of an individual who sustained life-ending injuries
while working for an end user of our products had made a claim to our insurance carrier. The matter is under investigation by
the U.S. Department of Transportation and the Occupational Health and Safety Administration. The Company is still investigating
the cause of the accident and there have been no conclusive findings as of this time. It is unknown whether the final cause of
the accident will be determined and whether those findings will negatively impact Company operations or sales. The Company continues
to be fully operational and transparent with all regulatory agencies. On January 6, 2020, a new law firm representing the estate
filed a complaint alleging various claims related to the incident involving the decedent in the Circuit Court of the Sixth Judicial
Circuit of the State of Florida, Pinellas County.
On
April 15, 2019, an alleged shareholder filed a purported class action in the United States District Court for the Middle District
of Florida against the Company and certain of its officers and directors. The complaint purports to be brought on behalf of a
class consisting of all persons (other than defendants) who purchased or otherwise acquired securities of the Company between
January 28, 2019 and February 12, 2019 and alleges that the Company and the individual defendants violated federal securities
laws, including Sections 10(b) and/or 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder, by making alleged false
and/or misleading statements and failing to disclose certain information regarding the Company’s business with the City
of San Diego. On June 21, 2019, the United States District Court for the Middle District of Florida granted the parties’
joint motion to transfer the case to the United States District Court for the District of Arizona. On July 10, 2019, the Court
appointed a lead plaintiff. On August 2, 2019, the Court established a schedule for the filing of an operative amended complaint
and a response thereto.
On
August 30, 2019, the lead plaintiff filed an amended complaint that alleges the same claims and class period as the initial complaint.
The defendants filed their motion to dismiss the amended complaint on October 14, 2019, and the plaintiff filed a response in
opposition to the motion to dismiss on November 27, 2019. Defendants filed their reply brief in support of their motion to dismiss
on December 24, 2019. On January 23, 2020, the court entered an order setting the motion to dismiss for oral argument on February
21, 2020.
On
June 25, 2019, a shareholder derivative complaint was filed against certain of the Company’s directors and officers in the
United States District Court for the District of Arizona. The complaint alleges, among other things, that the defendants violated
federal securities laws, including Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, by making alleged
false and/or misleading statements and failing to disclose certain information regarding the Company’s business with the
City of San Diego. The complaint further alleges breaches of fiduciary duties, waste of corporate assets, and gross mismanagement.
The factual allegations upon which these claims are based are similar to the factual allegations made in the securities class
action litigation, described above. The complaint seeks, among other things, unspecified damages for the Company from the individual
defendants, the payment of costs and attorneys’ fees, and that the Company be directed to reform certain governance and
internal procedures. On September 27, 2019 the Court entered an order staying this action through the motion to dismiss in the
securities class action litigation.
On
September 20, 2019, a shareholder derivative complaint was filed against certain of the Company’s directors and officers
in the United States District Court for the District of Arizona. The complaint alleges breach of fiduciary duties, unjust enrichment,
abuse of control, gross mismanagement, and waste of corporate assets. The factual allegations upon which these claims are based
are similar to the factual allegations made in the securities class action litigation, described above. The complaint seeks, among
other things, unspecified damages for the Company from the individual defendants, the payment of costs and attorneys’ fees,
and that the Company be directed to reform certain governance and internal procedures. On November 14, 2019, the Court entered
an order staying this action through the motion to dismiss in the securities class action litigation.
On
September 30, 2019, a shareholder derivative complaint was filed against certain of the Company’s directors and officers
in the United States District Court for the District of Delaware. The complaint alleges, among other things, that the defendants
violated federal securities laws, including Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, by making
alleged false and/or misleading statements and failing to disclose certain information regarding the Company’s business
with the City of San Diego. The complaint also alleges that the defendants violated Section 14(a) of the Exchange Act by issuing
materially misleading statements concerning the Company’s corporate governance, oversight and internal controls in a certain
2019 Proxy Statement. The complaint further alleges breaches of fiduciary duties and unjust enrichment. The factual allegation
upon which these claims are based are similar to the factual allegations made in the other securities class action litigation,
described above, and area also based on allegations that the Company made false and misleading statements concerning corporate
governance, oversight, and internal controls in a certain 2019 Proxy Statement. The complaint seeks, among other things, unspecified
damages for the Company from the individual defendants and the payment of costs and attorneys’ fees. On October 29, 2019,
the Court entered an order staying this action through the motion to dismiss in the securities class action litigation described
above.
Our
technology is unproven on a large-scale industrial basis and could fail to perform in an industrial production environment.
The
Venturi® System has never been utilized on a large-scale industrial basis. All of the tests that we have conducted to date
with respect to our technology have been performed on limited quantities of liquid waste, and we cannot assure you that the same
or similar results could be obtained in further tests or on a large-scale industrial basis. We are continuing to develop this
technology with the goal of replicating these results in additional tests and on an industrial basis. We cannot predict all of
the difficulties that may arise when the technology is utilized on a large-scale industrial basis. In addition, our technology
has never operated at a volume level required to be profitable. It is possible that the technology may require further research,
development, design and testing prior to implementation of a larger-scale commercial application. Accordingly, we cannot assure
you that this technology will perform successfully on a large-scale commercial basis or that it will be profitable to us.
Public
health epidemics or outbreaks could adversely impact our business.
In
December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak
was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries
and infections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments,
which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which
may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.
In particular, the continued spread of the coronavirus globally could adversely impact our operations and could have an adverse
impact on our business and our financial results.
Risks
Related to Our Intellectual Property
Several
patents in our patent portfolio have imperfect chains of title, which could result in ownership challenges by third parties. The
cost to defend against such ownership challenges or the loss of such patents could have a material adverse effect on our business,
operation or financial results.
Our
patents, U.S. Patent No’s. 6,183,604, 6,663,752, and 6,673,322, have defects in their original patent
assignments. We have filed several nunc pro tunc assignments to correct the assignment defects for each of these patents
(the “Corrective Assignments”). The Corrective Assignments have been recorded and are intended to correct the defects
in earlier defective patent assignments such that each patent is valid and enforceable by us. The Corrective Assignments do not
replace the assignments previously recorded at the U.S. Patent and Trademark Office. Instead, the Corrective Assignments are intended
to repair the defects in the prior patent assignments. Notwithstanding the recordation of the Corrective Assignments, the ownership
of each patent may be subject to ownership challenges and the costs to defend against such ownership challenges or the loss of
such patents could have a material adverse effect on our business, operations or financial results.
Cautionary
Note Regarding Forward-Looking Statements
This
prospectus supplement (including any documents incorporated by reference herein) contains statements with respect to us which
constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended, and are intended to be covered by the “safe harbor” provisions for
forward-looking statements contained in the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements,
which are based on certain assumptions and reflect our plans, estimates and beliefs, can generally be identified by the use of
forward-looking terms such as “believes,” “expects,” “may,” “will,” “should,”
“could,” “seek,” “intends,” “plans,” “estimates,” “anticipates”
or other comparable terms. These forward-looking statements include, but are not limited to, statements concerning future events,
our future financial performance, business strategy and plans and objectives of management for future operations. Our actual results
could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these
differences include those discussed in “Risk Factors” in this prospectus supplement and the documents incorporated
by reference herein.
We
caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are
made. We disclaim any obligation, except as specifically required by law and the rules of the Securities and Exchange Commission,
to publicly update or revise any such statements to reflect any change in company expectations or in events, conditions or circumstances
on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth
in the forward-looking statements.
You
should read this prospectus supplement, the accompanying prospectus, and the documents that we incorporate by reference herein
and therein and have filed as exhibits to the registration statement of which this prospectus supplement is part, completely and
with the understanding that our actual future results may be materially different from what we expect. You should assume that
the information appearing in this prospectus supplement is accurate as of the date on the cover of this prospectus supplement
only. Our business, financial condition, results of operations and prospects may change. We may not update these forward-looking
statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to
update and disclose material developments related to previously disclosed information. We qualify all of the information presented
in this prospectus supplement, and particularly our forward-looking statements, by these cautionary statements.
USE
OF PROCEEDS
The
proceeds from this offering will be directly applied to the payment of outstanding indebtedness owed to the Holder. We will not
receive any cash proceeds from this offering.
DESCRIPTION
OF COMMON STOCK
General
Holders
of our Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Our Common Stock does
not have cumulative voting rights. Holders of our Common Stock representing a majority of the voting power of our capital stock
issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting
of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our certificate of incorporation. Although there are no provisions
in our certificate of incorporation or by-laws that may delay, defer or prevent a change in control, our board of directors (the
“Board”) is authorized, without stockholder approval, to issue shares of Preferred Stock that may contain rights or
restrictions that could have this effect. Holders of Common Stock are entitled to share in all dividends that the Board, in its
discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each
class of stock, if any, having preference over the Common Stock. Holders of our Common Stock have no pre-emptive rights and no
conversion rights, and there are no redemption provisions applicable to our Common Stock. All of our outstanding shares of Common
Stock are, and the shares of Common Stock to be issued in this offering will be, fully paid and nonassessable.
Election
of Directors
The
holders of shares of common stock shall appoint the members of our board of directors. Each share of common stock is entitled
to one vote.
Dividends
Since
inception we have not paid any cash dividends on our common stock and we currently do not anticipate paying any cash dividends
in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and
growth of our business, our board of directors will have the discretion to declare and pay cash dividends in the future. Payment
of cash dividends in the future will depend upon our earnings, capital requirements, and other factors, which our board of directors
may deem relevant.
Anti-Takeover
Effects of Provisions of the Delaware General Corporation Law and our Certificate of Incorporation and Bylaws
Provisions
of the Delaware General Corporation Law, or the DGCL, and our amended and restated certificate of incorporation and bylaws could
make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers
and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and
takeover bids that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to
first negotiate with our board of directors. We believe that the benefits of increased protection of our ability to negotiate
with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging
takeover or acquisition proposals because, among other things, negotiation of these proposals could result in improved terms for
our stockholders.
Delaware
Anti-Takeover Statute.
We
are subject to Section 203 of the DGCL. Subject to certain exceptions, Section 203 prohibits a publicly held Delaware corporation
from engaging in a “business combination” with an “interested stockholder” for three years following the
date the person became an interested stockholder, unless the interested stockholder attained such status with the approval of
our board of directors or unless the business combination is approved in a prescribed manner.
Section
203 of the DGCL generally defines a “business combination” to include, among other things, any merger or consolidation
involving us and the interested stockholder and the sale of more than 10% of our assets.
In
general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our voting stock or
any entity or person associated or affiliated with or controlling or controlled by such entity or person.
Amendments
to Our Certificate of Incorporation.
Under
the DGCL, the affirmative vote of a majority of the outstanding shares entitled to vote thereon and a majority of the outstanding
stock of each class entitled to vote thereon is required to amend a corporation’s certificate of incorporation. Under the
DGCL, the holders of the outstanding shares of a class of our capital stock shall be entitled to vote as a class upon a proposed
amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would:
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or decrease the aggregate number of authorized shares of such class;
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increase
or decrease the par value of the shares of such class; or
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alter
or change the powers, preferences or special rights of the shares of such class so as to affect them adversely.
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If
any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class of our
capital stock so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so
affected by the amendment shall be considered a separate class for the purposes of this provision.
Vacancies
in the board of directors.
Our
bylaws provide that, subject to limitations, any vacancy occurring in our board of directors for any reason may be filled by a
majority of the remaining members of our board of directors then in office, even if such majority is less than a quorum. Each
director so elected shall hold office until the expiration of the term of the other directors. Each such directors shall hold
office until his or her successor is elected and qualified, or until the earlier of his or her death, resignation or removal.
Special
Meetings of Stockholders.
Under
our bylaws, special meetings of stockholders may be called at any time by our President whenever so directed in writing by a majority
of the entire board of directors. Special meetings can also be called whenever one-third of the number of shares of our capital
stock entitled to vote at such meeting shall, in writing, request one. Under the DGCL, written notice of any special meeting must
be given not less than 10 nor more than 60 days before the date of the special meeting to each stockholder entitled to vote at
such meeting.
No
Cumulative Voting.
The
DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our certificate of
incorporation provides otherwise. Our amended and restated certificate of incorporation does not provide for cumulative voting.
The
NASDAQ Capital Market Listing
Our
common stock is listed on the NASDAQ Capital Market under the symbol “TRNX.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc. The transfer agent’s address is 3200
Cherry Creek South Drive, Suite 430, Denver, CO 80209, and its telephone number is (303) 282-4800.
PLAN
OF DISTRIBUTION
Pursuant
to this prospectus supplement and the accompanying prospectus, we are offering an aggregate of $524,946.49 of shares of our Common
Stock. The shares of Common Stock are being issued to four unrelated Holders at a price of $0.13 per share and are being issued
to satisfy outstanding indebtedness or fees, as applicable, owed to the Holders.
The
shares of Common Stock are being issued directly to the Holders pursuant four unrelated securities settlement agreements dated
April 14, 2020. The securities settlement agreements provide each Holder with certain representations, warranties and covenants
from us. We expect all of the Common Stock will be issued to the Holders at a single closing. We currently anticipate that the
closing of the sale of the shares of Common Stock will take place on or about April 15, 2020.
The
transfer agent and registrar for the Common Stock is EQ. The transfer agent’s address is 3200 Cherry Creek South Drive,
Suite 430, Denver, CO 80209, and its telephone number is (303) 282-4800.
The
Common Stock is listed on The Nasdaq Capital Market under the symbol “TRNX.”
LEGAL
MATTERS
Certain
legal matters with respect to the securities will be passed upon for us by Tyler B. Wilson, Esq., our General Counsel.
EXPERTS
The
consolidated financial statements incorporated in this prospectus supplement by reference from Taronis Technologies, Inc.’s
Annual Report on Form 10-K and Current Report on Form 8-K have been audited by Marcum LLP, an independent registered public accounting
firm, as stated in their report, which contains an explanatory paragraph relating to our ability to continue as a going concern,
which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
Where
You Can Find More Information
This
prospectus supplement is part of a registration statement on Form S-3 that we filed with the SEC under the Securities Act and
does not contain all the information set forth in the registration statement. You may inspect and copy the registration statement,
including exhibits, at the SEC’s public reference room or Internet site. Whenever a reference is made in this prospectus
supplement to any of our contracts, agreements or other documents, the reference may not be complete, and you should refer to
the exhibits that are a part of the registration statement of which this prospectus supplement is a part, or the exhibits to the
reports or other documents incorporated by reference in this prospectus supplement for a copy of such contract, agreement or other
document.
Because
we are subject to the reporting requirements of the Exchange Act, we file annual, quarterly and current reports, and other information
with the SEC. You may read and copy the registration statement and any document we file with the SEC at the public reference room
maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public
reference room by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are also available to the public through the SEC’s
Internet site at http://www.sec.gov.
The
website addresses referenced herein are not intended to function as hyperlinks, and the information contained in our website and
in the SEC’s website is not incorporated by reference into this prospectus supplement and should not be considered to be
part of this prospectus supplement.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference into this prospectus supplement the information contained in other documents we file
with the SEC, which means that we can disclose important information to you by referring you to those documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded,
for purposes of this prospectus supplement, to the extent that a statement contained in or omitted from this prospectus supplement,
or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus supplement. This prospectus supplement incorporates by reference our documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act:
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Our
Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on April 12, 2019.
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Our
Quarterly Report on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, filed with the
SEC on May 20, 2019 and August 19, 2019 and November 19, 2019, respectively.
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Our Current Reports on Form 8-K and Form 8-K/A, filed with the SEC
on January 11, 2019 (two on this date), January 15, 2019, January 18, 2019, January 24, 2019, January 28, 2019, January 31, 2019,
February 4, 2019, February 5, 2019, February 7, 2019, February 8, 2019, February 12, 2019, February 13, 2019, February 19, 2019
(two on this date), February 28, 2019, March 8, 2019, May 3, 2019, May 13, 2019, June 3, 2019, June 6, 2019, June 19, 2019, July
12, 2019, July 17, 2019, July 25, 2019, August 20, 2019, August 21, 2019, September 4, 2019, September 23, 2019, October 15, 2019,
November 14, November 15, 2019, November 29, 2019, December 2, 2019, December 6, 2019, December 10, 2019 and December 13, 2019,
December 24, 2019, January 8, 2020, January 30, 2020, February 3, 2020, February 11, 2020, February 12, 2020, March 13, 2020, March
18, 2020, March 26, 2020 (two on this date), March 27, 2020, March 30, 2020 (two on this date), March 31, 2020, April 1, 2020,
April 2, 2020, April 6, 2020 (two this date), April 7, 2020, April 9, 2020, April 14, 2020 and April 15, 2020.
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Our
definitive proxy statement on Schedule 14A for our 2018 Annual Meeting of Stockholders filed with the SEC on July 29, 2019.
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The
description of our common stock contained in our registration statement on Form 8-A filed with the SEC on August 14, 2012,
under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
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Notwithstanding
the foregoing, we are not incorporating any document or portion thereof or information deemed to have been furnished and not filed
in accordance with SEC rules.
You
may request a free copy of the above-mentioned filings or any subsequent filings we incorporate by reference to this prospectus
supplement by writing or telephoning us at the following address: Taronis Technologies, Inc., 300 W. Clarendon Avenue, Suite 230,
Phoenix, Arizona 85013, (866) 370-3835.
PROSPECTUS
$100,000,000
Common
Stock, Preferred Stock,
Warrants,
Rights, Units
We
may offer and sell up to $100,000,000 in the aggregate of the securities identified above from time to time in one or more offerings.
This prospectus provides you with a general description of the securities.
Each
time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the
offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained
in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement
before you invest in any of our securities.
We
may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters,
dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents
are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount
arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus
supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution”
for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing
the method and terms of the offering of such securities.
Our
common stock is listed on the NASDAQ Capital Market under the symbol “TRNX.” On April 12, 2019, the last reported
sale price of our common stock on the NASDAQ Capital Market was $0.99 per share.
As
of April 12, 2019, the aggregate market value of our outstanding common stock held by non-affiliates was $24,044316.10 million
based on 24,287,188 shares outstanding, of which 21,856,158 shares are held by non-affiliates, and a per share price of $0.99,
based on the last reported sale price of our common shares on the NASDAQ Capital Market on April 12, 2019. During the twelve-calendar
month period ending on and including the date of this prospectus, we did not sell any securities pursuant to General Instruction
I.B.6. of Form S-3.
Investing
in our securities involves risks. See the “risk factors” on page 6 of this prospectus and any similar section contained
in the applicable prospectus supplement concerning factors you should consider before investing in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or
determined if this prospectus supplement or the accompanying prospectus are truthful or complete. Any representation to the contrary
is a criminal offense.
The
date of this prospectus is April 24, 2019.
TABLE
OF CONTENTS
You
should rely only on the information contained in or incorporated by reference in this prospectus, any prospectus supplement and
in any free writing prospectus that we have authorized for use in connection with an offering. We have not authorized anyone to
provide you with additional or different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information in this prospectus, any accompanying prospectus supplement, the documents incorporated
by reference in this prospectus any accompanying prospectus supplement, and any free writing prospectus that we have authorized
for use in connection with an offering, is accurate only as of the date of those respective documents. Our business, financial
condition, results of operations and prospects may have changed since those dates. You should read this prospectus, any accompanying
prospectus supplement, the documents incorporated by reference in this prospectus and any accompanying prospectus supplement,
and any free writing prospectus that we have authorized for use in connection with an offering, in their entirety before making
an investment decision. You should also read and consider the information in the documents to which we have referred you in the
sections of this prospectus entitled “Information Incorporated by Reference” and “Where You Can Find More Information.”
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the SEC, using a “shelf” registration process. By
using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar
amount of $100,000,000 as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus
supplement to this prospectus that contains specific information about the securities being offered and sold and the specific
terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus with
respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus
supplement, you should rely on the prospectus supplement.
Unless
the context otherwise requires, all references to the terms “we,” “us,” “our,” and the “company”
throughout this prospectus supplement mean Taronis Technologies, Inc. and its subsidiaries.
All
references in this prospectus to our financial statements include, unless the context indicates otherwise, the related notes.
The
industry and market data and other statistical information contained in the documents we incorporate by reference are based on
management’s own estimates, independent publications, government publications, reports by market research firms or other
published independent sources, and, in each case, are believed by management to be reasonable estimates. Although we believe these
sources are reliable, we have not independently verified the information.
The
information contained in this prospectus or any accompanying prospectus supplement is accurate only as of the date of this prospectus
or the accompanying prospectus supplement, respectively regardless of the time of delivery of this prospectus or the accompanying
prospectus supplement or of any sale of the securities. We further note that the representations, warranties and covenants made
by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus or the
accompanying prospectus supplement were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty
or covenant to you. Moreover, such representations, warranties and covenants should not be relied on as accurately representing
the current state of our affairs.
OUR
COMPANY
Overview
We
are a technology-based company that is focused on addressing the global constraints on natural resources, including fuel and water.
Our two core technology applications – renewable fuel gasification and water decontamination/sterilization - are derived
from our patented and proprietary Plasma Arc Flow System. The Plasma Arc Flow System works by generating a combination of electric
current, heat, ultraviolet light and ozone, that affects the feedstock run through the system to create a chosen outcome, depending
on whether the system is in “gasification mode” or “sterilization mode”.
Gasification
Mode
When
the Plasma Arc Flow System is in “gasification mode” and the appropriate feedstock is passed through the system in
a closed loop with constant recirculation (to achieve the maximum possible gasification rates), it creates a renewable, hydrogen-based
synthetic fuel we call “MagneGas”. We sell MagneGas as a metal cutting fuel as an alternative product to acetylene,
which is the mostly commonly used metal fuel globally, but also happens to be a non-renewable fossil fuel-based metal cutting
fuel. Alternatively, MagneGas is a cleaner, renewable fuel alternative that creates a flame up to 85% hotter than acetylene and
cuts metal up to 38% faster than acetylene, while maintaining a comparable price.
Sterilization
Mode
When
the Plasma Arc Flow System is in “sterilization mode” the system may process any number of liquified waste streams.
In most cases we pass the selected waste stream through the system a limited number of times to achieve the maximum sterilization/decontamination
effect on the waste stream. Sterilization mode also produces modest amounts of gas as a byproduct. Our proprietary combination
of electric current, heat, ultraviolet light and ozone has shown an ability to eliminate up to 99.9% of EPA and USDA regulated
pathogens such as e-coli and fecal coliform. We also believe our technology also has the capability to eliminate cyanobacteria
commonly referred to as “blue-green algae” and are currently conducting tests to verify that capability.
During
2017 and 2018, as part of our retail growth strategy, we acquired a number of businesses with large customer bases through which
we now offer our proprietary MagneGas product in addition to other gases and welding supplies. The majority of our retail locations
are in Texas and California, which we believe are the two top markets for consumption of metal cutting fuels and related supplies.
We also have locations in Florida and Louisiana. We also market, for sale and licensure, our proprietary plasma arc technology
for gasification and the processing of liquid waste and have developed a global network of brokers to sell the Plasma Arc Flow
System.
Core
Technology
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Submerged
Plasma Arc Flow System Overview
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Our
patented system enables fluid to efficiently pass through a submerged plasma arc.
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To create synthetic
fuel, the fluid must contain hydrogen and oxygen – carbon supply can be facilitated by the electrodes.
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As the fluid passes
through the arc, hydrogen, carbon and oxygen molecules are liberated and gasified.
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A wide range of
feedstocks can produce different gases, with differing flame and heating properties
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Typically, our fuels
are 40-60% ionized hydrogen and 30-40% other synthetic hydrocarbon and carbon compounds.
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To decontaminate
or sterilize waste streams, such as contaminated water or biomass waste, the “feed stock” must be in liquid form.
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Our
Products
We
have two proprietary products that we market and sell, which are derived from our core technology. The first is our clean, renewable
alternative cutting fuel called “MagneGas”, which is sold at our various locations to retail end users as an alternative
product to acetylene. The second is our Plasma Arc Flow System, which is marketed for sale and licensure to commercial operators
who desire to utilize our technology for gas production (under strict license) or water decontamination and sterilization.
MagneGas
Cutting Fuel
We
currently produce MagneGas, which is comprised primarily of hydrogen and created through a patented protected process. The fuel
can be used as an alternative to acetylene and other natural gas derived fuels for metal cutting and other commercial uses. After
production, the fuel is stored in hydrogen cylinders which are then sold to market on a rotating basis. Independent analyses performed
by the City College of New York and Edison Welding Institute have verified that MagneGas cuts metal at a significantly higher
temperature and faster than acetylene, which is the most commonly used fuel in metal cutting. The use of MagneGas is nearly identical
to acetylene (it merely requires a different welding tip and a regulator) making it easy for end-users to adopt our product with
limited training.
Over
the last several years we have acquired and maintain a retail distribution network, which allows us to sell and transport MagneGas
to customers in various metalworking industries. Since 2017, we have doubled the range we are able to distribute MagneGas and
are now able to more efficiently address markets within a 500-mile radius of our production hubs in Florida and Texas. Within
the next two years we plan to create two production hubs in California to serve the western United States. Finally, we have and
intend to continue to acquire complementary gas and welding supply distribution businesses in order to expand the distribution
and use of MagneGas, other industrial gases and related equipment. We have sold to over 30,000 customers in the public and private
sectors.
Plasma
Arc Flow System
We
use our Plasma Arc Flow System to make MagneGas, but it has the ability to gasify many forms of liquids and liquid waste such
as used vegetable, soybean or motor oils, certain types of liquified biomass, ethylene glycol and can be used to sterilize bio-contaminants
in waste and decontaminate water.
The
Plasma Arc Flow System forces a high-volume flow of liquid waste through a submerged plasma arc existing between carbon electrodes,
a process which sterilizes the bio-contaminants within the waste without requiring any chemical disinfecting agents. The Plasma
Arc Flow System also releases a clean burning fuel as a byproduct of the decontamination and sterilization process, which can
be used to offset some energy consumption. Because our Plasma Arc Flow Systems are available in various sizes from 50kW to 500kW,
they are applicable to a broad array of end-users, including: (i) large consumers of cutting fuels (construction companies, shipbuilders,
heavy industry) who desire a safer, renewable, and efficient alternative to acetylene, propane (ii) producers of contaminated
waste streams (commercial manufacturers, farming operations, chemical producers, etc.) who either desire to or are mandated by
law to treat agricultural, pharmaceutical, industrial or manufacturing waste streams prior to release into the ecosystem and (iii)
local, state or federal governments, desirous of decontaminating water sources or reclaiming waste water that is otherwise unusable.
Corporate
Information
Taronis
Technologies, Inc. was organized as 4307 INC. under the laws of the State of Delaware on December 9, 2005. Our corporate headquarters
are located at 11885 44th Street North, Clearwater, Florida 33762 and our telephone number is (727) 934-3448.
Reports
to Security Holders
We
file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, registration statements and other
items pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the Securities and Exchange
Commission (“SEC”). The SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information
statements regarding issuers that file electronically with the SEC.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully
consider the risks discussed under the Section captioned “Risk Factors” contained in our most recent Annual Report
on Form 10-K and in our most recent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission subsequent
to the Form 10-K, and in other documents that we subsequently file with the Securities and Exchange Commission, all of which are
incorporated by reference in this prospectus and the accompanying prospectus supplement(s) in their entirety, together with other
information in this prospectus, the accompanying prospectus supplement(s), the information and documents incorporated by reference
herein and therein, and in any free writing prospectus that we have authorized for use in connection with this offering. If any
of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed.
This could cause the trading price of our Common Stock to decline, resulting in a loss of all or part of your investment.
Cautionary
Note Regarding Forward-Looking Statements
This
prospectus (including any documents incorporated by reference herein) contains statements with respect to us which constitute
“forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, and are intended to be covered by the “safe harbor” created by those sections. Forward-looking
statements, which are based on certain assumptions and reflect our plans, estimates and beliefs, can generally be identified by
the use of forward-looking terms such as “believes,” “expects,” “may,” “will,”
“should,” “could,” “seek,” “intends,” “plans,” “estimates,”
“anticipates” or other comparable terms. These forward-looking statements include, but are not limited to, statements
concerning future events, our future financial performance, business strategy and plans and objectives of management for future
operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could
cause or contribute to these differences include those discussed in “Risk Factors” in this prospectus supplement and
the documents incorporated by reference herein.
We
caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are
made. We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise
any such statements to reflect any change in company expectations or in events, conditions or circumstances on which any such
statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking
statements.
You
should read this prospectus, the accompanying prospectus supplement(s), and the documents that we incorporate by reference herein
and therein and have filed as exhibits to the registration statement of which this prospectus is part, completely and with the
understanding that our actual future results may be materially different from what we expect. You should assume that the information
appearing in this prospectus is accurate as of the date on the cover of this prospectus only. Our business, financial condition,
results of operations and prospects may change. We may not update these forward-looking statements, even though our situation
may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments
related to previously disclosed information. We qualify all of the information presented in this prospectus, and particularly
our forward-looking statements, by these cautionary statements.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement accompanying this prospectus, we intend to use the net proceeds from this offering
to continue our acquisition strategy and for working capital and general corporate purposes. Such purposes may include research
and development expenditures and capital expenditures. As of the date of this prospectus, we cannot specify with certainty all
of the particular uses of the proceeds from this offering. We will set forth in the applicable prospectus supplement our intended
use for the net proceeds received from the sale of the related securities. Accordingly, we will retain broad discretion over the
use of such proceeds. Pending use of the net proceeds, we may invest the net proceeds in interest-bearing, investment-grade securities.
DESCRIPTION
OF SECURITIES WE ARE OFFERING
General
Our
amended certificate of incorporation authorizes 190,000,000 shares of common stock, $0.001 par value per share, and 10,000,000
shares of preferred stock, $0.001 par value per share. As of April 12, 2019, there were 24,287,188 shares of our common stock
outstanding and no shares of preferred stock outstanding.
Common
Stock
Holders
of our Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Our Common Stock does
not have cumulative voting rights. Holders of our Common Stock representing a majority of the voting power of our capital stock
issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting
of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our certificate of incorporation. Although there are no provisions
in our charter or by-laws that may delay, defer or prevent a change in control, the board of directors is authorized, without
stockholder approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect.
Holders of Common Stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally
available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate
pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference
over the common stock. Holders of our Common Stock have no pre-emptive rights, no conversion rights and there are no redemption
provisions applicable to our Common Stock.
All
of our outstanding shares of Common Stock are, and the shares of Common Stock to be issued in this offering will be, fully paid
and nonassessable.
Preferred
Stock
Our
certificate of incorporation provides that we are authorized to issue up to 10,000,000 shares of preferred stock with a par value
of $0.001 per share. Our board of directors has the authority, without further action by the stockholders, to issue from time
to time the preferred stock in one or more series for such consideration and with such relative rights, privileges, preferences
and restrictions that the board may determine. The preferences, powers, rights and restrictions of different series of preferred
stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption
provisions, sinking fund provisions and purchase funds and other matters. Each series of preferred stock is to be issued under
our certificate of incorporation and a certificate of designation to be approved by the board of directors of the Company or a
committee thereof and filed with the Secretary of State of the State of Delaware in accordance with the General Corporation Law
of the State of Delaware, including statutory and reported decisional law thereunder. The issuance of preferred stock could adversely
affect the voting power or other rights of the holders of common stock.
Election
of Directors
The
holders of shares of common stock, shall appoint the members of our board of directors. Each share of common stock is entitled
to one vote.
Options
and Warrants
Options
Options
outstanding as of December 31, 2018 and 2017 consisted of the following:
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Options
Outstanding
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Weighted
Average
Exercise
Price
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Weighted
Average
Remaining
Life in Years
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|
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Intrinsic
Value
|
|
|
December 31, 2016
|
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1,625
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1,870.80
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|
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|
1.23
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272
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Granted
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-
|
|
|
|
|
|
|
|
|
|
|
|
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Exercised
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Forfeited
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
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Expired
|
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|
(858
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)
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|
694.60
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|
|
|
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|
|
|
|
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|
December 31, 2017
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767
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|
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3,186.80
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1.58
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-
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Granted
|
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11,250
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|
18.57
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|
10.00
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-
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Exercised
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-
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|
|
|
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|
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|
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|
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Forfeited
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-
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|
|
|
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|
|
|
|
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Expired
|
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(464
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)
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|
3,393.23
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|
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-
|
|
|
|
-
|
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|
December 31, 2018
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|
11,553
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|
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|
93.89
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|
8.84
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-
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Exercisable at December 31, 2018
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9,012
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As
of December 31, 2018, the fair value of non-vested options totaled $46,700 which will be amortized to expense until December 31,
2019.
The
fair value of each employee option grant is estimated on the date of the grant using the Black-Scholes option-pricing model. Key
weighted-average assumptions used to apply this pricing model during the year ended 2018 were as follows:
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Risk free interest rate
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2.84
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%
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Expected term
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10 years
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Volatility
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183
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%
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Dividends
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$
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0
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On
July 12, 2017, the Board of Directors submitted the following actions to the Majority Stockholder for ratification and approval
by consent in lieu of meeting, and the Majority Stockholder has ratified and approved the following actions: approving the Company’s
Amended and Restated 2014 Equity Incentive Award Plan (the “New Plan”), for the principal purpose of increasing the
number of shares that may be issued or transferred pursuant to awards under the New Plan. As of December 31, 2018, and 2017, there
are 11,553 and 767 shares to be issued upon exercise of outstanding options and 3,827,083 shares remaining available for future
issuance under equity compensation plans.
Common
Stock Warrants
Warrants
outstanding as of December 31, 2018 and 2017 consisted of the following:
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Warrants
Outstanding
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Weighted
Average
Exercise
Price
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Weighted
Average
Remaining
Life in Years
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December 31, 2016
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7,664
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2,730.00
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5.80
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Granted
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11,111
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9,112.60
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5.00
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Exercised
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(265
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)
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300.00
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Forfeited/Exchanged
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-
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-
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Expired
|
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(7,400
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)
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2,730.00
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December 31, 2017
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11,111
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|
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9,112.60
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4.45
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Granted
|
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2,329,167
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6.60
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2.17
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Exercised
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(3,750
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)
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0.20
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Expired
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-
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|
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|
|
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December 31, 2018
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2,336,528
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49.92
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1.90
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Exercisable at December 31, 2018
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2,336,528
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During
the year ended December 31, 2018 and 2017 the Company exercised 3,750 and 265 shares of warrants with cash proceeds of $750 and
$7,937.
At
December 31, 2018 and 2017, the total intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively.
In
connection with the October SPA, the Company agreed to grant the investors one common stock purchase warrant for every share of
common stock purchased under the October SPA at an exercise price of $7.31 per share. 1,090,000 common stock warrants were issued,
expiring on April 14, 2022. The exercise price was subsequently adjusted to $4.64.
In
connection with the August SPA, the Company agreed to grant the investor(s) one common stock purchase warrant for every share
of common stock purchased under the SPA at an exercise price of $6.00 per share. 1,235,417 common stock warrants were issued,
expiring on August 31, 2019.
During
the first quarter of 2018, the Company issued 3,750 shares of common stock for the exercise of warrants with cash proceeds of
$750. The fair value of the common stock warrants was $316,501, of which $302,589 was recognized as stock-based compensation for
the year ended December 31, 2018.
Maxim
Group, LLC (“Maxim”) acted as the exclusive placement agent for the Series C preferred stock transaction. The Company
agreed to pay Maxim a cash fee payable upon each closing equal to 6.0% of the gross proceeds ($4,050 in cash fees and a legal
expense reimbursement of $5,000) received by the Company at each Closing (the “Placement Fee”). Such fees were recognized
as stock issuance costs. Additionally, the Company granted to Maxim (or its designated affiliates) warrants to purchase up to
11,111 shares common stock (the “Placement Agent Warrants”). The Placement Agent Warrants expire five (5) years after
the Closing. The Placement Agent Warrants are exercisable at a price per share equal to $990, are not be redeemable and are exercisable
for 5 years. The Placement Agent Warrants may be exercised in whole or in part and provide for a “cashless” exercise,
except in the event the shares of common stock issuable upon exercise of the Placement Agent Warrants are registered for resale,
in which case they provide for a “cash” exercise only. The Placement Agent Warrants were recorded at fair value as
stock issuance costs. Although the Placement Agent Warrants contain certain change in control provisions that are potentially
settleable in cash, such settlement is at the Company’s discretion.
Dividends
Since
inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the
foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth
of our business, our board of directors will have the discretion to declare and pay dividends in the future. Payment of dividends
in the future will depend upon our earnings, capital requirements, and other factors, which our board of directors may deem relevant.
Anti-Takeover
Effects of Provisions of the Delaware General Corporation Law and our Certificate of Incorporation and Bylaws
Provisions
of the Delaware General Corporation Law (the “DGCL”) and our certificate of incorporation and bylaws could make it
more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors.
These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids
that our board of directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate
with our board of directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent
of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition
proposals because, among other things, negotiation of these proposals could result in improved terms for our stockholders.
Delaware
Anti-Takeover Statute. We are subject to Section 203 of the DGCL. Subject to certain exceptions, Section 203 prohibits a publicly
held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for
three years following the date the person became an interested stockholder, unless the interested stockholder attained such status
with the approval of our board of directors or unless the business combination is approved in a prescribed manner.
Section
203 of the DGCL generally defines a “business combination” to include, among other things, any merger or consolidation
involving us and the interested stockholder and the sale of more than 10% of our assets.
In
general, an “interested stockholder” is any entity or person beneficially owning 15% or more of our voting stock or
any entity or person associated or affiliated with or controlling or controlled by such entity or person. The restrictions contained
in Section 203 are not applicable to any of our existing stockholders that owned 15% or more of our outstanding voting stock upon
the closing of our initial public offering.
Amendments
to Our Certificate of Incorporation. Under the DGCL, the affirmative vote of a majority of the outstanding shares entitled
to vote thereon and a majority of the outstanding stock of each class entitled to vote thereon is required to amend a corporation’s
certificate of incorporation. Under the DGCL, the holders of the outstanding shares of a class of our capital stock shall be entitled
to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if
the amendment would:
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increase or decrease
the aggregate number of authorized shares of such class;
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increase or decrease
the par value of the shares of such class; or
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alter or change
the powers, preferences or special rights of the shares of such class so as to affect them adversely.
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If
any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class of our
capital stock so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so
affected by the amendment shall be considered a separate class for the purposes of this provision.
Vacancies
in the board of directors. Our bylaws provide that, subject to limitations, any vacancy occurring in our board of directors
for any reason may be filled by a majority of the remaining members of our board of directors then in office, even if such majority
is less than a quorum. Each director so elected shall hold office until the expiration of the term of the other directors. Each
such directors shall hold office until his or her successor is elected and qualified, or until the earlier of his or her death,
resignation or removal.
Special
Meetings of Stockholders. Under our bylaws, special meetings of stockholders may be called at any time by our President whenever
so directed in writing by a majority of the entire board of directors. Special meetings can also be called whenever one-third
of the number of shares of our capital stock entitled to vote at such meeting shall, in writing, request one. Under the DGCL,
written notice of any special meeting must be given not less than 10 nor more than 60 days before the date of the special meeting
to each stockholder entitled to vote at such meeting.
No
Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors
unless our certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not provide
for cumulative voting.
The
NASDAQ Capital Market Listing
Our
common stock is listed on the NASDAQ Capital Market under the symbol “TRNX.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc. The transfer agent’s address is 3200
Cherry Creek South Drive, Suite 430, Denver, CO 80209, and its telephone number is (303) 282-4800.
DESCRIPTION
OF WARRANTS
General
We
may issue warrants to purchase shares of our common stock and preferred stock in one or more series together with other securities
or separately, as described in the applicable prospectus supplement. Below is a description of certain general terms and provisions
of the warrants that we may offer. Particular terms of the warrants will be described in the warrant agreements to be entered
into by the Company, a warrant agent to be named by the Company, and the holders from time to time of the warrants and the prospectus
supplement relating to the warrants. Copies of the form agreement for each warrant and the warrant certificate, if any, reflecting
the provisions to be included in such agreements that will be entered into with respect to a particular offering of each type
of warrant, will be filed with the SEC and incorporated by reference as exhibits to the registration statement of which this prospectus
is a part. You should read the applicable warrant agreement for additional information before you purchase any of our warrants.
The
prospectus supplement relating to any warrants we offer will describe the specific terms relating to the offering. These terms
may include some or all of the following:
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the specific designation
and aggregate number of, and the price at which we will issue, the warrants;
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the currency or
currency units in which the offering price, if any, and the exercise price are payable;
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the designation,
amount and terms of the securities purchasable upon exercise of the warrants;
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if applicable, the
exercise price for shares of our common stock and the number of shares of common stock to be received upon exercise of the
warrants;
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if applicable, the
exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise, and
a description of that series of our preferred stock;
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●
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the date on which
the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously
exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
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●
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whether the warrants
will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms,
although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security
included in that unit;
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●
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any applicable material
U.S. federal income tax consequences;
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the identity of
the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars
or other agents;
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the proposed listing,
if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
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if applicable, the
date from and after which the warrants and the common stock and preferred stock will be separately transferable;
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if applicable, the
minimum or maximum amount of the warrants that may be exercised at any one time;
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the procedures and
conditions relating to the exercise of the warrants;
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information with
respect to book-entry procedures, if any;
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the triggering event
and the terms upon which the exercise price and the number of underlying securities that the warrants are exercisable into
may be adjusted;
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the anti-dilution
provisions of the warrants, if any;
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any redemption or
call provisions;
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whether the warrants
may be sold separately or with other securities as parts of units; and
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any additional terms
of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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Until
the warrants are exercised, holders of the warrants will not have any rights of holders of the underlying securities.
DESCRIPTION
OF RIGHTS
We
may issue rights to our stockholders to purchase shares of our common stock or preferred stock described in this prospectus. We
may offer rights separately or together with one or more additional rights, preferred stock, common stock, warrants or any combination
of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be
issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights
agent for any rights we offer will be set forth in the applicable prospectus supplement. The rights agent will act solely as our
agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation
or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following
description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular
terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may
apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms
of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described
below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to
read the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any
of our rights.
The
prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among
other matters:
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the date of determining
the stockholders entitled to the rights distribution;
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the aggregate number
of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;
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the exercise price;
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the aggregate number
of rights issued;
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whether the rights
are transferrable and the date, if any, on and after which the rights may be separately transferred;
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the date on which
the right to exercise the rights will commence, and the date on which the right to exercise the rights will expire;
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the method by which
holders of rights will be entitled to exercise;
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the conditions to
the completion of the offering;
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the withdrawal,
termination and cancellation rights;
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whether there are
any backstop or standby purchaser or purchasers and the terms of their commitment;
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whether stockholders
are entitled to oversubscription right;
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any U.S. federal
income tax considerations; and
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any other terms
of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights.
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If
less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to
persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including
pursuant to standby arrangements, as described in the applicable prospectus supplement. In connection with any rights offering,
we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which
such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.
DESCRIPTION
OF UNITS
We
may, from time to time, issue units comprised of one or more of the other securities described in this prospectus in any combination.
A prospectus supplement will describe the specific terms of the units offered under that prospectus supplement, and any special
considerations, including tax considerations, applicable to investing in those units. You must look at the applicable prospectus
supplement and any applicable unit agreement for a full understanding of the specific terms of any units. We will incorporate
by reference into the registration statement of which this prospectus is a part the form of unit agreement, including a form of
unit certificate, if any, that describes the terms of the series of units we are offering before the issuance of the related series
of units. While the terms we have summarized below will generally apply to any future units that we may offer under this prospectus,
we will describe the particular terms of any series of units that we may offer in more detail in the applicable prospectus supplement
and incorporated documents. The terms of any units offered under a prospectus supplement may differ from the terms described below.
General
We
may issue units consisting of common stock, preferred stock, rights, warrants or any combination thereof. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have
the rights and obligations of a holder of each included security. The unit agreement to be entered into by the Company and the
unit agent named therein under which a unit is issued may provide that the securities included in the unit may not be held or
transferred separately, at any time, or at any time before a specified date.
We
will describe in the applicable prospectus supplement and any incorporated documents the terms of the series of units, including
the following:
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the designation
and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities
may be held or transferred separately;
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any provisions of
the governing unit agreement that differ from those described below; and
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any provisions for
the issuance, payment, settlement, transfer, or exchange of the units or of the securities comprising the units.
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The
provisions described in this section, as well as those described under “Description of Securities We Are Offering –
Common Stock,” “Description of Securities We Are Offering – Preferred Stock,” “Description of Rights,”
and “Description of Warrants” will apply to each unit and to any common stock, preferred stock, warrant or right included
in each unit, respectively.
Issuance
in Series
We
may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series
of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or
unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any
holder of a unit, without the consent of the related unit agent or the holder of any other unit, may enforce by appropriate legal
action its rights as holder under any security included in the unit.
Title
We,
the unit agent, and any of their agents may treat the registered holder of any unit certificate as an absolute owner of the units
evidenced by that certificate for any purposes and as the person entitled to exercise the rights attaching to the units so requested,
despite any notice to the contrary.
PLAN
OF DISTRIBUTION
We
may sell the securities described in this prospectus from time to time pursuant to underwritten public offerings, negotiated transactions,
block trades or a combination of these methods. We may sell the securities separately or together:
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directly to investors,
including through a specific bidding, auction, or other process;
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to investors through
agents;
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directly to agents;
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to or through brokers
or dealers;
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to the public through
underwriting syndicates led by one or more managing underwriters;
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in privately negotiated
transactions;
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directly to agents;
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to one or more underwriters
acting alone for resale to investors or to the public;
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in a registered
direct offering; or
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through a combination
of any such methods of sale.
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Our
common stock or preferred stock may be issued upon conversion of convertible preferred. Securities may also be issued upon exercise
of warrants or rights and division of units and we reserve the right to sell securities directly to investors on their own behalf
in those jurisdictions where they are authorized to do so.
If
we sell securities to a dealer acting as principal, the dealer may resell such securities at varying prices to be determined by
such dealer in its discretion at the time of resale without consulting with us and such resale prices may not be disclosed in
the applicable prospectus supplement.
Any
underwritten offering may be on a best efforts or a firm commitment basis. We may also offer securities through subscription rights
distributed to our stockholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription
rights to stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities
directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters,
to sell the unsubscribed securities to third parties.
We
may distribute the securities from time to time in one or more transactions:
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at a fixed price
or prices, which may be changed;
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at market prices
prevailing at the time of sale;
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at prices related
to such prevailing market prices;
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at varying prices
determined at the time of sale; or
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at negotiated prices.
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Any
of the prices may represent a discount from the then prevailing market prices.
We
may determine the price or other terms of the securities offered under this prospectus by use of an electronic auction. We will
describe in the applicable prospectus supplement how any auction will be conducted to determine the price or any other terms of
the securities, how potential investors may participate in the auction and, where applicable, the nature of the underwriters’
obligations with respect to the auction.
We
may solicit directly offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit
offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or
sale of the securities.
If
we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement
with the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement that the
underwriter will use to make resales of the securities to the public. Any underwritten offering may be on a best efforts or firm
commitment basis. In connection with the sale of the securities, we or the purchasers of the securities for whom the underwriter
may act as agent may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell
the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions or
commissions.
We,
our underwriters, dealers or agents may facilitate the marketing of an offering online directly or through one of their affiliates.
In those cases, prospective investors may view offering terms and a prospectus online and, depending upon the particular underwriter,
dealer or agent, place orders online or through their financial advisors.
We
will provide in the applicable prospectus supplement (i) the identity of any underwriter, dealer or agent, (ii) any compensation
we will pay to underwriters, dealers or agents in connection with the offering of the securities, (iii) any discounts, concessions
or commissions allowed by underwriters to participating dealers, (iv) the amounts underwritten; and (v) the nature of the underwriter’s
or underwriters’ obligation to take the securities. Underwriters, dealers and agents participating in the distribution of
the securities may be deemed to be underwriters within the meaning of the Securities Act, and any discounts and commissions received
by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions.
We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under
the Securities Act, or to contribute to payments they may be required to make in respect thereof.
Unless
otherwise specified in the related prospectus supplement, each series of securities will be a new issue with no established trading
market, other than shares of common stock, which are listed on the NASDAQ Capital Market, subject to official notice of issue.
Any common stock sold pursuant to a prospectus supplement will be eligible for listing and trading on the NASDAQ Capital Market.
We may elect to list any series of preferred stock, warrants, rights, debt securities, or units on an exchange, but we are not
obligated to do so. It is possible that one or more underwriters may make a market in the securities, but such underwriters will
not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the
liquidity of, or the trading market for, any offered securities.
To
facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize,
maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which
involve the sale by persons participating in the offering of more securities than we sold to them. In these circumstances, these
persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment
option. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing the securities
in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may
be reclaimed if the securities sold by them are repurchased in connection with stabilization transactions. The effect of these
transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail
in the open market. These transactions may be discontinued at any time.
We
do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above
might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued without notice.
We
may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities at the public
offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement,
and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.
We
may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives,
the parties may sell securities covered by this prospectus and the applicable prospectus supplement, including short sale transactions.
If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any
related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any
related open borrowings of stock. If the third party is or may be deemed to be an underwriter under the Securities Act, it will
be identified in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial
institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution
or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent
offering of other securities.
To
comply with applicable state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions
only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have
been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business.
LEGAL
MATTERS
Covington
and Burling LLP and/or our General Counsel will pass upon certain legal matters relating to the issuance and sale of the securities
offered hereby on behalf of Taronis Technologies. Additional legal matters may be passed upon for us or any underwriters, dealers
or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
Marcum
LLP, independent registered public accounting firm, has audited our financial statements included in our Annual Report on Form
10-K for the year ended December 31, 2018, as set forth in their report (which contains an explanatory paragraph relating to our
ability to continue as a going concern as described in the notes to the consolidated financial statements) which is incorporated
by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference
in reliance on Marcum LLP’s report, given on their authority as experts in accounting and auditing.
Where
You Can Find More Information
This
prospectus supplement is part of a registration statement on that we filed with the SEC under the Securities Act of 1933, as amended,
and does not contain all the information set forth in the registration statement. Whenever a reference is made in this prospectus
supplement to any of our contracts, agreements or other documents, the reference may not be complete, and you should refer to
the exhibits that are a part of the registration statement of which this prospectus supplement is a part, or the exhibits to the
reports or other documents incorporated by reference in this prospectus supplement for a copy of such contract, agreement or other
document.
Because
we are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, we file annual,
quarterly and special reports, and other information with the SEC. Our SEC filings are available to the public over the Internet
at the SEC’s website at http://www.sec.gov.
The
website addresses referenced herein are not intended to function as hyperlinks, and the information contained in our website and
in the SEC’s website is not incorporated by reference into this prospectus supplement and should not be considered to be
part of this prospectus supplement.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference into this prospectus supplement the information contained in other documents we file
with the SEC, which means that we can disclose important information to you by referring you to those documents. Any statement
contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded,
for purposes of this prospectus supplement, to the extent that a statement contained in or omitted from this prospectus supplement,
or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this prospectus supplement. This prospectus supplement incorporates by reference our documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the securities are
sold:
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Our Annual Report
on Form 10-K for the year ended December 31, 2018, filed with the SEC on April 12, 2019.
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Our Current Reports
on Form 8-K and Form 8-K/A, filed with the SEC on January 11, 2019 (two on this date), January 15, 2019, January 18, 2019,
January 24, 2019, January 28, 2019, January 31, 2019, February 4, 2019, February 5, 2019, February 7, 2019, February 8, 2019,
February 11, 2019, February 13, 2019, February 19, 2019 (two on this date), February 28, 2019 and March 8, 2019.
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The description
of our common stock contained in our registration statement on Form 8-A filed with the SEC on August 14, 2012, under Section
12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
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Notwithstanding
the foregoing, we are not incorporating any document or portion thereof or information deemed to have been furnished and not filed
in accordance with SEC rules.
You
may request a free copy of the above-mentioned filings or any subsequent filings we incorporate by reference to this prospectus
supplement by writing or telephoning us at the following address: Taronis Technologies, Inc., 11885 44th Street North, Clearwater,
FL 33762, (727) 934-3448.
TARONIS
TECHNOLOGIES, INC.
$524,946.49
of Shares of Common Stock
PROSPECTUS
SUPPLEMENT
April
15, 2020
Taronis Technologies (NASDAQ:TRNX)
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