TRNX Taronis Technologies Inc

Item 1.01 Entry into a Material Definitive Agreement.

On April 17, 2020, Taronis Technologies, Inc. (“Company”) entered into an Amended and Restated License Agreement (“License Agreement”) with Taronis Fuels, Inc. (“Taronis Fuels”). The License Agreement amends and restates in its entirety, with retroactive effect, that certain Distribution and License Agreement entered into with Taronis Fuels on July 16, 2019. The License Agreement expands the Company’s intellectual property protections throughout the world, including locations where the Company has yet to file for intellectual property protection. The fundamental terms of the License Agreement remain and include: (a) Taronis Fuel’s exclusive worldwide right to manufacture and distribute the proprietary metal cutting fuel MagneGas® as well as any other gases created using the equipment and methods claimed by the Company’s patents, (b) certain other rights related to Taronis Fuels’ use of the Company’s trademarks, patents, software and other intellectual property and (c) the ability to commercially manufacture and sell the Venturi® Flow Submerged Plasma Arc Gasification Units for the creation of gases. Taronis Fuels will pay to the Company, on a monthly basis, a seven percent (7%) royalty on any net cash proceeds received by Taronis Fuels in relation to the use of any intellectual property comprising the License Agreement. The License Agreement does not convey use of the Company’s intellectual property portfolio for any use related to the Company’s water sterilization/decontamination technology applications.

The above description of the License Agreement does not purport to be complete and is qualified in its entirety by the full text of such License Agreement, which is incorporated herein and attached hereto as Exhibit 10.1.