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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Taronis Fuels Inc
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| September 20, 2022 |
Taronis Fuels, Inc. 24980 N. 83rd Avenue, Suite 100 Peoria, AZ 85383 (866) 370-3835 September 19, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Taronis Fuels, Inc. Request to Withdraw Registration Statement on Form S-1 File No. 333-251565 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, |
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| May 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2022 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File N |
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| May 23, 2022 |
15-12G 1 form15-12g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-56101 TARONIS FUELS, INC. (Exact name of registr |
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| April 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2022 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2022 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| March 25, 2022 |
Employment Agreement, dated March 21, 2022, between the Company and Jered Ruyle. Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is effective as of the Effective Date (defined below), by and between Mr. Jered Ruyle (the ?Executive?) and Taronis Fuels, Inc., a Delaware corporation (the ?Company?). WHEREAS, the Company and the Executive desire to enter into this Agreement in order to set forth the terms and conditions of the Executive?s employment with |
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| March 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2022 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| March 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2022 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2022 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission F |
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| November 30, 2021 |
Exhibit 99.1 TARONIS FUELS ANNOUNCES EXECUTIVE TRANSITION Taronis Fuels also provides update regarding restatement process Peoria, AZ, November 30, 2021 ? Taronis Fuels, Inc. (?Taronis? or the ?Company?) (OTC:TRNF) today announced the resignation of Kevin Foti from his position as President and CEO of the Company, effective December 10, 2021. The Company also announced that Jered Ruyle will succee |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission F |
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| September 3, 2021 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response . . . . . . 2.50 SEC FILE NUMBER 000-56101 CUSIP NUMBER 87621P209 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: |
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| September 3, 2021 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response . . . . . . 2.50 SEC FILE NUMBER 000-56101 CUSIP NUMBER 87621P209 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: |
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| August 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 25, 2021 |
Form of convertible promissory note (included in Exhibit 10.1). EX-10.1 2 ex101.htm Exhibit 10.1 FORM OF NOTE PURCHASE AGREEMENT This Note Purchase Agreement is dated as of , 20 (the “Agreement”) by and among Taronis Fuels, Inc., a Delaware corporation (ticker: TRNF) (the “Company”), and the individual(s) and/or entity(ies) who become parties to this Agreement by executing and delivering a Note Purchase Agreement Signature Page in the form of Exhibit A hereto |
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| August 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 19, 2021 |
Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the ?Agreement?) is being entered into between Edward J. Fred (?Employee?) and Taronis Fuels, Inc. (the ?Company?) in connection with the Employee?s voluntary resignation of employment with the Company as of August 13, 2021 (the ?Separation Date?) and to set out the terms and conditions of Employee |
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| August 11, 2021 |
Form of convertible promissory note (included in Exhibit 10.1). Exhibit 10.1 FORM OF NOTE PURCHASE AGREEMENT This Note Purchase Agreement is dated as of , 20 (the ?Agreement?) by and among Taronis Fuels, Inc., a Delaware corporation (ticker: TRNF) (the ?Company?), and the individuals and entities who become parties to this Agreement by executing and delivering a Note Purchase Agreement Signature Page in the form of Exhibit A hereto in accordance with Section 2 |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| August 11, 2021 |
EXHIBIT 99.1 TARONIS FUELS ANNOUNCES SALE OF $2.5 MILLION OF CONVERTIBLE NOTES The notes convert into common stock at $7 per share Taronis Fuels also provides update regarding restatement and public reporting Peoria, AZ, August 5, 2021 ? Taronis Fuels, Inc. (?Taronis? or the ?Company?) (OTC Pink:TRNF), a US industrial gas distributor and producer of renewable and socially responsible products, tod |
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| July 6, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File N |
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| July 6, 2021 |
TARONIS FUELS ANNOUNCES DELEVERAGING TRANSACTION EX-99.1 2 ex99-1.htm Exhibit 99.1 TARONIS FUELS ANNOUNCES DELEVERAGING TRANSACTION Peoria, AZ, July 1, 2021 – Taronis Fuels, Inc. (“Taronis” or the “Company”) (OTCQB:TRNF), a global producer of renewable and socially responsible fuel products, today announced a private placement of common stock and the prepayment of all of the Company’s outstanding debentures. The Company sold 173,913 shares of co |
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| June 22, 2021 |
TRNF / Taronis Fuels Inc / Wetherald Thomas Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Taronis Fuels, Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 87621P209 (CUSIP Number) Thomas Wetherald 49 Red Gate Lane Cohasset, MA 02025 (585) 317-5667 (Name, Address and Telephone Number of Person Authorized to Receive |
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| June 22, 2021 |
TRNF / Taronis Fuels Inc / ROSS WILBUR L JR Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Taronis Fuels, Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 87621P209 (CUSIP Number) Wilbur L. Ross, Jr. c/o Ross Holding Corp. 1 Pelican Lane Palm Beach, FL 33480 (561) 655-2615 (Name, Address and Telephone Number of Per |
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| June 9, 2021 |
EX-99.1 5 ex99-1.htm Exhibit 99.1 TARONIS FUELS ANNOUNCES KEVIN FOTI CEO, WILBUR ROSS DIRECTOR, AND RECAPITALIZATION Industry Veteran Kevin Foti to Lead Taronis Fuels as CEO and Join Board Company Closes Private Placement of Approximately $16.5 Million to Recapitalize and Position the Company for Growth Legendary Investor and Former Secretary of Commerce Wilbur Ross Joins Board Peoria, AZ, June 4, |
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| June 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File N |
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| June 9, 2021 |
Form of Common Stock Purchase Agreement. Exhibit 10.1 FORM OF COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this ?Agreement?) is made by and among Taronis Fuels, Inc., a Delaware corporation (the ?Company?), and the Purchaser whose name is set forth on the signature page hereto (the ?Purchaser?). RECITALS WHEREAS, the Company and the Purchaser are executing and delivering this Agreement in accordance with and in r |
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| June 9, 2021 |
Employment Agreement, dated June 3, 2021, between the Company and Kevin Foti. Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is effective as of June 14, 2021 (the ?Effective Date?), by and between Mr. Kevin Foti (the ?Executive?) and Taronis Fuels, Inc., a Delaware corporation (the ?Company?). WHEREAS, the Company and the Executive desire to enter into this Agreement in order to set forth the terms and conditions of the Executive?s employment with |
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| June 9, 2021 |
Form of Registration Rights Agreement. Exhibit 10.2 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June , 2021, by and among Taronis Fuels, Inc., a Delaware corporation (the ?Company?), and the purchasers signatory hereto (each, a ?Purchaser? and collectively, the ?Purchasers?). This Agreement is made pursuant to the Common Stock Purchase Agreements, dated as o |
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| May 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction (Commission (IRS Employee of incorpor |
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| May 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| May 4, 2021 |
Form of Senior Convertible Promissory Note. Exhibit 10.1 NEITHER THIS SENIOR CONVERTIBLE PROMISSORY NOTE NOR ANY SECURITIES ISSUABLE UPON ITS CONVERSION HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS SENIOR CO |
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| April 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| April 12, 2021 |
Amendments to the Amended and Restated Bylaws of the Company. Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED BYLAWS OF TARONIS FUELS, INC. Article IV, Section 18 of the Amended and Restated Bylaws of Taronis Fuels, Inc. shall read in its entirety, effective as of April 10, 2021: ?Directors need not be stockholders unless so required by the Certificate of Incorporation or these Bylaws. The Certificate of Incorporation or these Bylaws may prescribe other q |
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| April 12, 2021 |
Form of Indemnification Agreement. EX-10.1 3 ex10-1.htm Exhibit 10.1 form of INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Taronis Fuels, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, the Company desires to attract and retain Indemnitee as a director or officer of the Company and to indemnity such person to the fullest |
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| April 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| April 9, 2021 |
DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Consent Revocation Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Consent Revocation Statement [ ] Confidential, for Use of the Commission Only ( |
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| April 9, 2021 |
Cooperation and Settlement Agreement, dated as of April 8, 2021 Exhibit 10.1 EXECUTION VERSION COOPERATION AND SETTLEMENT AGREEMENT This Cooperation and Settlement Agreement (this ?Agreement?), dated as of April 8, 2021, is by and among Thomas Wetherald (?Wetherald?), Tobias Welo (?Welo?), Mary Pat Thompson (?Thompson?), Andrew McCormick (?McCormick?) and Sergey Vasnetsov (?Vasnetsov?, and together with Wetherald, Welo, Thompson and McCormick, the ?Consent Par |
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| April 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 8, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| April 9, 2021 |
EX-99.1 3 ex99-1.htm Exhibit 99.1 TARONIS ANNOUNCES SETTLEMENT AGREEMENT WITH SHAREHOLDER GROUP Resolves Consent Solicitation, Delaware Litigation and Other Matters Five New Shareholder Designees Appointed to Board Peoria, AZ, April 8, 2021 – Taronis Fuels, Inc. (“Taronis” or “the Company”) (OTCQB:TRNF), a global producer of renewable and socially responsible fuel products, today announced it has |
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| April 6, 2021 |
DFAN14A 1 trnfdfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Consent Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 6, 2021 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 April 2, 2021 Taronis Fuels, Inc. c/o Board of Directors 24980 N. 83rd Avenue Ste. 100 Peoria, AZ 85383 Re: Notice of Resignation of as Chief Executive Officer, President and Director Dear Board of Directors, I hereby voluntarily resign from my positions of Chief Executive Officer, President and Director of Taronis Fuels, Inc., a Delaware corporation and all roles |
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| April 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| April 2, 2021 |
DFAN14A 1 trnfdfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Consent Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| April 2, 2021 |
DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Consent Revocation Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Consent Revocation Statement [ ] Confidential, for Use of the Commission Only ( |
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| April 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Consent Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Consent S |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q |
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| March 30, 2021 |
Promissory Note made on March 24, 2021 by Taronis Fuels, Inc. in favor of MidFirst Bank Exhibit 10.1 |
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| March 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Consent Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Consent S |
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| March 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| March 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Consent Revocation Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Consent Revocation Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Consent Revocation Statement [X] Definitive Additional Materials [ ] Soliciting Material under ?240. |
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| March 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Consent Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Consent S |
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| March 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Consent Revocation Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Consent Revocation Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Consent Revocation Statement [X] Definitive Additional Materials [ ] Soliciting Material under ?240. |
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| March 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Consent Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Consent S |
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| March 18, 2021 |
DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Consent Revocation Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Consent Revocation Statement [ ] Confidential, for Use of the Commission Only ( |
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| March 17, 2021 |
CORRESP 1 filename1.htm O’Melveny & Myers LLP T: +1 212 326 2000 Times Square Tower F: +1 212 326 2061 Seven Times Square omm.com New York, NY 10036 Tobias L. Knapp D: +1 212-408-2440 [email protected] Via EDGAR and E-MAIL March 17, 2021 Daniel Duchovny, Special Counsel Office of Mergers & Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washingt |
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| March 15, 2021 |
DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Consent Revocation Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Consent Revocation Statement [ ] Confidential, for Use of the Commission Only ( |
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| March 12, 2021 |
DFAN14A 1 nt10021370x2dfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Consent Statement ☐ Confidential, for Use of the Commission Only (as permitted b |
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| March 10, 2021 |
DEFC14A 1 formdefc14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Consent Revocation Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Consent Revocation Statement [ ] Confidential, for Use of the Commission Only ( |
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| March 10, 2021 |
DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Consent Revocation Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Consent Revocation Statement [ ] Confidential, for Use of the Commission Only ( |
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| March 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Consent Revocation Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 8, 2021 |
CORRESP 1 filename1.htm O’Melveny & Myers LLP T: +1 212 326 2000 Times Square Tower F: +1 212 326 2061 Seven Times Square omm.com New York, NY 10036 Tobias L. Knapp D: +1 212-408-2440 [email protected] Via EDGAR and E-MAIL March 8, 2021 David Plattner, Special Counsel Office of Mergers & Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington |
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| March 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 Filed by the Registrant ?? Filed by a Party other than the Registrant ? Check the appropriate box: ?? Preliminary Consent Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Consen |
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| March 4, 2021 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| March 4, 2021 |
Form of Exercise Price Reset Agreement Exhibit 10.1 FORM OF EXERCISE PRICE RESET AGREEMENT THIS EXERCISE PRICE RESET AGREEMENT (this ?Agreement?), dated as of , 2021 (the ?Effective Date?), is by and between TARONIS FUELS, INC., a Delaware corporation (the ?Company?), and (the ?Holder?). WHEREAS, for value received in connection with a private placement offering that closed in August 2020, the Company previously issued the Holder a Com |
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| March 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Consent Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? De |
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| March 4, 2021 |
8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporat |
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| March 3, 2021 |
EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT |
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| March 3, 2021 |
Exhibit 4.1 EXECUTION VERSION SECTION 382 RIGHTS AGREEMENT dated as of March 3, 2021 between TARONIS FUELS, INC. and NEVADA AGENCY AND TRANSFER COMPANY, as Rights Agent TABLE OF CONTENTS Page SECTION 1. Certain Definitions 1 SECTION 2. Appointment of Rights Agent 12 SECTION 3. Issue of Rights and Right Certificates 12 SECTION 4. Form of Right Certificates 15 SECTION 5. Execution, Countersignature |
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| March 3, 2021 |
Exhibit 4.2 [Form of Right Certificate] Certificate No. [R]- Rights NOT EXERCISABLE AFTER THE EXPIRATION DATE (AS DEFINED IN THE RIGHTS AGREEMENT (AS DEFINED BELOW)), OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.0001 PER RIGHT, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN A |
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| March 3, 2021 |
Form of Private Placement Subscription Agreement Exhibit 10.1 TARONIS FUELS, INC. (the ?Issuer?) FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT COMMON STOCK INSTRUCTIONS TO SUBSCRIBER 1. You must complete all the information in the boxes on page 2 and sign where indicated with an ?X?. 2. If you are a ?U.S. Purchaser?, as defined in Exhibit A, you must complete and sign Exhibit A ?United States Accredited Investor Questionnaire?. 3. If you are |
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| March 3, 2021 |
Exhibit 3.1 |
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| March 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Taronis Fuels, Inc. (Exact name of registrant as specified in its charter) Delaware 32-0547454 (State of incorporation of organization) (I.R.S. Employer Identification Number) 24980 N. 83rd Avenu |
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| March 3, 2021 |
8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporat |
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| March 3, 2021 |
8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 3, 2021 Taronis Fuels, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-56101 32-0547454 (State or Other Jurisdiction of Incorporation) (Co |
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| February 26, 2021 |
PREC14A 1 precform14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Consent Revocation Statement Pursuant To Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Consent Revocation Statement [ ] Confidential, for Use of the |
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| February 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Taronis Fuels, Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 87621P209 (CUSIP Number) Thomas Wetherald 49 Red Gate Lane Cohasset, MA 02025 (585) 317-5667 With a copy to: David R. Crandall Hogan Lovells US |
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| February 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Consent Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? De |
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| February 25, 2021 |
Amended Joint Filing and Solicitation Agreement, dated February 25, 2021. EXHIBIT 1 AMENDED JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, the undersigned are stockholders, direct or beneficial, of Taronis Fuels, Inc. |
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| February 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| February 19, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission F |
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| February 19, 2021 |
Taronis Fuels, Inc. Investor Presentation (February 2021) Exhibit 99.1 |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Consent Statement ? Confi |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Taronis Fuels, Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 87621P209 (CUSIP Number) Thomas Wetherald 49 Red Gate Lane Cohasset, MA 02025 (585) 317-5667 With a copy to: David R. Crandall Hogan Lovells US LLP 1601 Wewatta |
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| February 16, 2021 |
Joint Filing and Solicitation Agreement, dated February 12, 2021. EXHIBIT 99.1 JOINT FILING AND SOLICITATION AGREEMENT WHEREAS, the undersigned are stockholders, direct or beneficial, of Taronis Fuels, Inc., a Delaware corporation (the “Company”); WHEREAS, Thomas Wetherald and Tobias Welo wish to form a group for the purpose of (i) soliciting written consents or proxies in favor of proposals to reconstitute the Company’s Board of Directors and related bylaw amen |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Consent Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def |
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| January 11, 2021 |
Regulation FD Disclosure, Results of Operations and Financial Condition - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 11, 2021 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission Fi |
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| December 30, 2020 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TARONIS FUELS, INC. Taronis Fuels, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporation is Taronis Fuels, Inc. 2. This Certificate of Amendment (this “Certificate of Amendment”) amends the prov |
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| December 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 24, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission F |
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| December 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission F |
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| December 23, 2020 |
Resignation Letter, dated December 20, 2020 Exhibit 99.1 |
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| December 23, 2020 |
8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporat |
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| December 23, 2020 |
Resignation Letter, dated December 20, 2020 EX-99.2 3 ex99-2.htm Exhibit 99.2 |
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| December 22, 2020 |
Exhibit 21.1 “List of Subsidiaries” The following are the names, jurisdiction of organization and percentage ownership by the Company of each Subsidiary. JURISDICTION OF INCORPORATION COMPANY OWNED BY PERCENTAGE MagneGas Welding Supply – Southeast, LLC Florida 100 % MagneGas Real Estate Holdings, LLC Delaware 100 % MagneGas Production, LLC Delaware 100 % MagneGas Welding Supply – South, LLC Texas |
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| December 22, 2020 |
As filed with the Securities and Exchange Commission on December 21, 2020 Registration No. |
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| December 18, 2020 |
Exhibit 10.1 FIRST MODIFICATION TO LOAN AND SECURITY AGREEMENT This First Modification to Loan and Security Agreement (this “Modification”) is entered into by and between Taronis Fuels, Inc., a Delaware corporation (“Parent”), MagneGas Welding Supply – Southeast, LLC, a Florida limited liability company (“MagneGas Southeast”), MagneGas Welding Supply – South, LLC, a Texas limited liability company |
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| December 18, 2020 |
Secured Promissory Note, dated December 14, 2020, by and between Lender and the Borrower EX-10.2 3 ex10-2.htm Exhibit 10.2 Secured Promissory Note (Single Advance – Non-Revolving) $2,500,000.00 December 14, 2020 FOR VALUE RECEIVED, Taronis Fuels, Inc., a Delaware corporation (“Parent”), MagneGas Welding Supply – Southeast, LLC, a Florida limited liability company (“MagneGas Southeast”), MagneGas Welding Supply – South, LLC, a Texas limited liability company (“MagneGas South”), MagneGa |
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| December 18, 2020 |
8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporat |
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| December 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission F |
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| December 14, 2020 |
128,626,923 Shares of Common Stock 8,000,000 Shares of Common Stock Underlying Common Stock Warrants Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-251152 PROSPECTUS 128,626,923 Shares of Common Stock and 8,000,000 Shares of Common Stock Underlying Common Stock Warrants This prospectus relates to the resale from time to time by the selling stockholders identified herein of an aggregate of 136,626,923 shares of our Common Stock, par value $0.000001 per share. The Common Stock offe |
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| December 11, 2020 |
24980 N. 83rd Avenue, Ste. 100 Peoria, AZ 85383 (866) 370-3835 24980 N. 83rd Avenue, Ste. 100 Peoria, AZ 85383 (866) 370-3835 December 11, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, DC 20549 Attn: Alan Campbell Re: Taronis Fuels, Inc. Registration Statement on Form S-1 (File No. 333-251152) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, |
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| December 4, 2020 |
Exhibit 21.1 “List of Subsidiaries” The following are the names, jurisdiction of organization and percentage ownership by the Company of each Subsidiary. JURISDICTION OF INCORPORATION COMPANY OWNED BY PERCENTAGE MagneGas Welding Supply – Southeast, LLC Florida 100 % MagneGas Real Estate Holdings, LLC Delaware 100 % MagneGas Production, LLC Delaware 100 % MagneGas Welding Supply – South, LLC Texas |
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| December 4, 2020 |
As filed with the Securities and Exchange Commission on December 4, 2020 Registration No. |
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| December 2, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission F |
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| December 2, 2020 |
Exhibit 10.1 AMENDMENT TO PURCHASE AGREEMENT THIS AMENDMENT TO PURCHASE AGREEMENT (“Amendment”) is made as of November 30, 2020 (“Effective Date”) by and between TARONIS FUELS, INC., a Delaware corporation (“Buyer”) and BBHC, INC., a Delaware corporation (“Seller”). RECITALS WHEREAS, on August 19, 2020, the Buyer and Seller entered into a Purchase Agreement for the purchase of the intellectual pro |
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| November 24, 2020 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 18, 2020, by and among Taronis Fuels, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Common Stock Purchase Agreement, dated as of t |
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| November 24, 2020 |
Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of November 18, 2020 by and among Taronis Fuels, Inc., a Delaware corporation (the “Company”), and each of the Purchasers whose names are set forth on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”). RECITALS WHEREAS, the Company and the Purch |
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| November 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission F |
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| November 20, 2020 |
TRNF / TARONIS FUELS INC / Wetherald Thomas Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Taronis Fuels, Inc. (Name of Issuer) Common Stock, Par Value $0.000001 (Title of Class of Securities) 87621P100 (CUSIP Number) November 18, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
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| November 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 205 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 205 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2020. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934; For the transition period from to . Commission File Number: 000-56101 TARONIS FUELS, I |
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| November 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10- |
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| November 12, 2020 |
TRNF / TARONIS FUELS INC / Wetherald Thomas Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Taronis Fuels, Inc. (Name of Issuer) Common Stock, Par Value $0.000001 (Title of Class of Securities) 87621P100 (CUSIP Number) October 14, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| November 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 2, 2020 |
128,537,020 Shares of Common Stock File pursuant to Rule 424(b)(3) Registration Statement No. 333-249644 PROSPECTUS 128,537,020 Shares of Common Stock This prospectus relates to the resale from time to time by the selling stockholders identified herein of an aggregate of 128,537,020 shares of our Common Stock, par value $0.000001 per share. We issued and sold the shares of Common Stock to accredited investors, identified herein col |
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| October 30, 2020 |
24980 N. 83rd Avenue, Ste. 100 Peoria, AZ 85383 (866) 370-3835 October 30, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, DC 20549 Attn: Abby Adams Re: Taronis Fuels, Inc. Registration Statement on Form S-1 (File No. 333-249644) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as |
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| October 23, 2020 |
8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporati |
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| October 23, 2020 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 FORM OF EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the [ ]th day of October 2020, by and between Taronis Fuels, Inc., a Delaware corporation (the “Company”), and the signatory hereto (the “Holder”). WHEREAS, in connection with a private placement offering that closed on August 7, 2020, the Company sold to Holder a 12.5% Original Iss |
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| October 23, 2020 |
As filed with the Securities and Exchange Commission on October 23, 2020 Registration No. |
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| October 23, 2020 |
Exhibit 21.1 “List of Subsidiaries” The following are the names, jurisdiction of organization and percentage ownership by the Company of each Subsidiary. JURISDICTION OF INCORPORATION COMPANY OWNED BY PERCENTAGE MagneGas Welding Supply – Southeast, LLC Florida 100 % MagneGas Real Estate Holdings, LLC Delaware 100 % MagneGas Production, LLC Delaware 100 % MagneGas Welding Supply – South, LLC Texas |
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| October 22, 2020 |
Exhibit 10.2 SECURITY AGREEMENT (ALL ASSETS) This Security Agreement (All Assets) (as amended, this “Agreement”) is entered into as of October 21, 2020 by and between each of the undersigned (individually and collectively, “Guarantor”) and TECH CAPITAL, LLC, a California limited liability company (“Lender”), at San Jose, California. RECITALS A. Lender has provided or will provide financial accommo |
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| October 22, 2020 |
8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 21, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporati |
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| October 22, 2020 |
Exhibit 10.1 LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (as amended hereafter, this “Agreement”) is entered into as of October 21, 2020 and confirms the understanding and agreement by and between TECH CAPITAL, LLC, a California limited liability company (“Lender”), with its headquarters at 2010 North First Street, Suite 300, San Jose, California 95131 (Facsimile No. 408-467-2393) |
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| October 22, 2020 |
EX-10.4 5 ex10-4.htm Exhibit 10.4 GENERAL CONTINUING GUARANTY October 21, 2020 TECH CAPITAL, LLC 2010 N. First Street, Suite 300 San Jose, CA 95131 To: TECH CAPITAL, LLC For good and valuable consideration, and in order to induce TECH CAPITAL, LLC, a California limited liability company (“Lender”), to extend and/or continue to extend financial accommodations to Taronis Fuels, Inc., a Delaware corp |
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| October 22, 2020 |
Exhibit 10.3 Intellectual Property Security Agreement This Intellectual Property Security Agreement (this “Agreement”) is made as of this 21st day of October, 2020 by and between MAGNEGAS IP, LLC, a Delaware limited liability company (“Pledgor”) and TECH CAPITAL, LLC, a California limited liability company (“Secured Party”). RECITALS A. Secured Party has agreed to lend to Taronis Fuels, Inc., a De |
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| October 14, 2020 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 14, 2020, by and among Taronis Fuels, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Common Stock Purchase Agreement, dated as of th |
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| October 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 14, 2020 |
Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of October 14, 2020 by and among Taronis Fuels, Inc., a Delaware corporation (the “Company”), and each of the Purchasers whose names are set forth on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”). RECITALS WHEREAS, the Company and the Purcha |
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| September 10, 2020 |
Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-248517 PROSPECTUS Up to 12,500,000 Shares of Common Stock and 93,500,000 Shares of Common Stock underlying Common Stock Warrants This prospectus relates to the resale by the selling stockholders identified herein of up to an aggregate of 106,000,000 shares of our Common Stock, par value $0.000001 per share. The Common Stock offered on |
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| September 9, 2020 |
24980 N. 83rd Avenue, Ste. 100 Peoria, AZ 85383 (866) 370-3835 September 9, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F. Street, N.E. Washington, DC 20549 Attn: Jeff Kauten Re: Taronis Fuels, Inc. Registration Statement on Form S-1 (File No. 333-248517) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as a |
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| September 1, 2020 |
Exhibit 21.1 “List of Subsidiaries” The following are the names, jurisdiction of organization and percentage ownership by the Company of each Subsidiary. JURISDICTION OF INCORPORATION COMPANY OWNED BY PERCENTAGE MagneGas Welding Supply – Southeast, LLC Florida 100 % MagneGas Real Estate Holdings, LLC Delaware 100 % MagneGas Production, LLC Delaware 100 % MagneGas Welding Supply – South, LLC Texas |
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| September 1, 2020 |
As filed with the Securities and Exchange Commission on September 1, 2020 Registration No. |
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| August 21, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 21, 2020 |
Purchase Agreement, dated as of August 19, 2020, between BBHC, Inc. and Taronis Fuels, Inc. Exhibit 10.1 Purchase Agreement between BBHC, Inc. and Taronis Fuels, Inc. dated as of August 19, 2020 PURCHASE AGREEMENT This Purchase Agreement (this “Agreement”), dated as of August 19, 2020 (“Effective Date”), is entered into between BBHC, Inc., a Delaware corporation, f/k/a Taronis Technologies, Inc. f/k/a MagneGas Applied Technology Solutions, Inc. f/k/a MagneGas Corporation (“Seller”) and T |
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| August 19, 2020 |
Taronis Fuels, Inc. Investor Presentation (August 2020) Exhibit 99.1 |
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| August 19, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 19, 2020 |
10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 205 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2020. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934; For the transition period from to . Commission File Number: 000-56101 T |
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| August 14, 2020 |
NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transitio |
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| August 10, 2020 |
Exhibit 99.1 News Release Investor Contacts: Michael Khorassani [email protected] Taronis Fuels Completes $6.7 Million Financing Transaction Augments Working Capital for Planned US Expansion PHOENIX, AZ – August 10, 2020 – Taronis Fuels, Inc., (“Taronis” or “the Company”) (OTCQB: TRNF), a global producer of renewable and socially responsible fuel products, today announced the closing of a $6.7 m |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 10, 2020 |
Exhibit 10.4 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of , 2020 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date h |
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| August 10, 2020 |
EX-10.3 5 ex10-3.htm Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of , 2020 (this “Agreement”), is among Taronis Fuels, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 12.5% Original Issue Discount Senior Subordinated Secured |
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| August 10, 2020 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2020, between Taronis Fuels, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| August 10, 2020 |
EX-10.1 3 ex10-1.htm Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT |
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| August 10, 2020 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 8, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 205 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2020. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934; For the transition period from to . Commission File Number: 000-56101 TA |
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| July 6, 2020 |
10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 205 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2020. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934; For the transition period from to . Commission File Number: 000-56101 |
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| June 30, 2020 |
NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transiti |
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| June 18, 2020 |
Exhibit 10.1 FORM OF TARONIS FUELS, INC. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”) hereby irrevocably subscribes for in the principal amount set forth below and agrees to purchase from TARONIS FUELS, INC. (the “Issuer”) Common Stock of the Issuer (the “Common Stock” or the “Securities”). The Subscriber agrees to be bound by the terms and conditions set forth in th |
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| June 18, 2020 |
8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2020 (May 6, 2020) TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 00056101 32-0547454 (State or other jurisdiction of i |
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| June 11, 2020 |
Taronis Fuels, Inc. Investor Presentation (June 2020) Exhibit 99.1 |
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| June 11, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 00056101 32-0547454 (State or other jurisdiction of incorporation) (Commission File N |
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| June 9, 2020 |
As filed with the Securities and Exchange Commission on June 8, 2020 Registration No. |
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| May 28, 2020 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 “FORM OF” PROMISSORY NOTE Borrower: Taronis Fuels, Inc. and Taronis-TGS, LLC Lender(s): [ ] Date of Note: May 26, 2020 Interest Rate: 8% per year PROMISE TO PAY. Taronis Fuels, Inc., a Delaware corporation, and Taronis-TGS, LLC, a Delaware limited liability company (collectively, the “Borrower”), jointly and severally, promise to pay to [ ] (collectively, the “Len |
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| May 28, 2020 |
“Form of” Membership Interest Pledge Agreement Exhibit 10.3 “FORM OF” MEMBERSHIP INTEREST PLEDGE AGREEMENT THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT (this “Agreement”) is made as of this 26th day of May, 2020 (“Effective Date”), by Taronis-TGS, LLC (“Pledgor”), for the benefit of [ ]. The term “Pledgee” shall mean [ ], in [his/her/its] capacity as collateral agent for [ ]. RECITALS: WHEREAS, [ ], owns all of the membership interest in and to P |
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| May 28, 2020 |
8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 00056101 32-0547454 (State or other jurisdiction of incorporation) ( |
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| May 28, 2020 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 “FORM OF” MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 26th day of May, 2020 (the “Effective Date”) by and between [] (each a “Seller” and collectively, the “Sellers”), TARONIS FUELS, INC., a Delaware corporation (“Purchaser”) and TARONIS-TGS, LLC, a Delaware limited li |
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| May 22, 2020 |
Exhibit 21.1 LIST OF SUBSIDIARIES The following are the names, jurisdiction of organization and percentage ownership by the Company of each Subsidiary. JURISDICTION OF COMPANY OWNED BY INCORPORATION PERCENTAGE MagneGas Welding Supply – Southeast, LLC Florida 100% MagneGas Real Estate Holdings, LLC Delaware 100% MagneGas Production, LLC Delaware 100% MagneGas Welding Supply - South, LLC Texas 100% |
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| May 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56101 Taronis Fuels, Inc. ( |
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| May 15, 2020 |
8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 00056101 32-0547454 (State or other jurisdiction of incorporation) ( |
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| May 14, 2020 |
NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Trans |
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| April 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 00056101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| April 17, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation |
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| April 17, 2020 |
Amended and Restated License Agreement Exhibit 10.1 AMENDED AND RESTATED LICENSE AGREEMENT THIS Amended and Restated License Agreement, (hereinafter “Agreement”), dated July 16, 2019 (the, “Effective Date”) is between Taronis Technologies, Inc., a Delaware Corporation, f/k/a MagneGas Applied Technology Solutions, Inc. and f/k/a MagneGas Corporation, and MAGNEGAS IP, LLC, a Delaware limited liability company (collectively, “Company”); a |
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| March 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 00056101 32-0547454 (State or other jurisdiction of incorporation) (Commission File |
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| February 5, 2020 |
Revised Taronis Fuels, Inc. Investor Presentation (February 2020) EX-99.1 2 ex99-1.htm |
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| February 5, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission |
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| February 4, 2020 |
Taronis Fuels, Inc. Investor Presentation (February 2020) Exhibit 99.1 |
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| February 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2020 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56101 32-0547454 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 9, 2020 |
TRFN / TARONIS FUELS INC CORRESP - - January 9, 2020 Division of Corporation Finance Office of Technology Attn: Michael Foland, Kathleen Krebs, Claire DeLabar and Christine Dietz U. |
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| December 13, 2019 |
Information Statement, Subject to Completion, dated December 13, 2019. Exhibit 99.1 Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Subject to Completion, dated December 13, 2019 INFORMATION STATEMENT TARONIS FUELS, INC. Common Stock ($0.000001 par value) Taronis Technolo |
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| December 13, 2019 |
Amended and Restated Bylaws of the Registrant EX-3.2 4 ex3-2.htm Exhibit 3.2 AMENDED & RESTATED BYLAWS OF TARONIS FUELS, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 5 Section 7. Notice Of Meetings 5 Se |
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| December 13, 2019 |
TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (this ?Agreement?), dated as of December 2, 2019, is by and between TARONIS TECHNOLOGIES, INC. |
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| December 13, 2019 |
As filed with the Securities and Exchange Commission on December 13, 2019 As filed with the Securities and Exchange Commission on December 13, 2019 File No. |
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| December 13, 2019 |
SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is dated as of December 2, 2019 by and between TAronis Technologies, Inc. |
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| December 13, 2019 |
Master Distribution Agreement By and Between Taronis Technologies, Inc. And Taronis Fuels, Inc. Dated as of December 2, 2019 1 Table of Contents Article I. DEFINITIONS AND INTERPRETATION 4 Section 1.01 Definitions. 4 Section 1.02 Interpretation. 12 Article II. THE TRANSACTION 13 Section 2.01 The Transaction; Sole and Absolute Discretion; Cooperation 13 Section 2.02 Undertakings Prior to the Distri |
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| December 13, 2019 |
TRFN / TARONIS FUELS INC CORRESP - - December 13, 2019 Division of Corporation Finance Office of Technology Attn: Michael Foland, Kathleen Krebs, Claire DeLabar and Christine Dietz U. |
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| December 13, 2019 |
TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this ?Agreement?), dated as of December 2, 2019 (the ?Effective Date?), is made and entered into by and between Taronis Technologies, Inc. |
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| November 8, 2019 |
As filed with the Securities and Exchange Commission on November 8, 2019 As filed with the Securities and Exchange Commission on November 8, 2019 File No. 000-56101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 Amendment No. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 TARONIS FUELS, INC. (Exact name of registrant as specified in its charter) Delaware 32-0547454 ( |
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| November 8, 2019 |
Revised Form of Tax Sharing Agreement EX-10.1 4 ex10-1.htm TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (this “Agreement”), dated as of December 2, 2019, is by and between TARONIS TECHNOLOGIES, INC. (“Tech”), a Delaware corporation, and TARONIS FUELS, INC. (“Fuels”), Delaware corporation. Each of Tech and Fuels is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” WHEREAS, Tech is engaged, directly and |
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| November 8, 2019 |
Revised Form of Transition Services Agreement EX-10.2 5 ex10-2.htm TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 2, 2019 (the “Effective Date”), is made and entered into by and between Taronis Technologies, Inc., a Delaware corporation (“Tech”), and Taronis Fuels, Inc., a Delaware corporation and wholly owned subsidiary of Tech (“Fuels”). Each of Tech and Fuels may be referred to her |
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| November 8, 2019 |
Revised Form of Separation Agreement SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (this “Agreement”) is dated as of December 2, 2019 by and between TAronis Technologies, Inc. |
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| November 8, 2019 |
Revised Form of Master Distribution Agreement EX-2.1 2 ex2-1.htm Master Distribution Agreement By and Between Taronis Technologies, Inc. And Taronis Fuels, Inc. Dated as of December 2, 2019 1 Table of Contents Article I. DEFINITIONS AND INTERPRETATION 4 Section 1.01 Definitions. 4 Section 1.02 Interpretation. 12 Article II. THE TRANSACTION 13 Section 2.01 The Transaction; Sole and Absolute Discretion; Cooperation 13 Section 2.02 Undertakings |
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| November 8, 2019 |
Information Statement, Subject to Completion, dated November 8, 2019. Exhibit 99.1 Scott Mahoney Chief Executive Officer , 2019 Dear Taronis Technologies Shareholder: We are pleased to inform you that the board of directors of Taronis Technologies, Inc. (?Taronis Technologies?) has approved a plan to pursue a separation of its gas and welding supply retail business from Taronis Technologies through a spin-off of its wholly owned subsidiary, Taronis Fuels, Inc. (?Tar |
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| November 8, 2019 |
TRFN / TARONIS FUELS INC CORRESP - - November 8, 2019 Division of Corporation Finance Office of Technology Attn: Michael Foland, Kathleen Krebs, Claire DeLabar and Christine Dietz U. |
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| November 8, 2019 |
EX-10.13 6 ex10-13.htm GASIFIER PURCHASE AGREEMENT This GASIFIER PURCHASE AGREEMENT (this “Agreement”) is effective as of July 17, 2019 (the “Effective Date”), and is made and entered into by and between TA GROUP MEDIA ENERGY INDUSTRY TRADE JOINT STOCK COMPANY (TA Grup Medya Enerji Sanayi Ticaret Anonim Sirketi), a company organized and existing under the laws of the Republic of Turkey, with its p |
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| September 30, 2019 |
TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (this ?Agreement?), dated as of [ ], 2019, is by and between TARONIS TECHNOLOGIES, INC. |
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| September 30, 2019 |
EX-10.8 14 ex10-8.htm DIRECTOR SERVICES AGREEMENT THIS DIRECTOR SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2019, by and between Taronis Fuels, Inc., a Delaware corporation (the “Company”), and [ ], an individual (“Director”). I. SERVICES. a. Board of Directors. The Director has been appointed as an [Independent] Director of the Company’s Board of Directors (the “Boar |
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| September 30, 2019 |
As filed with the Securities and Exchange Commission on September 30, 2019 As filed with the Securities and Exchange Commission on September 30, 2019 File No. |
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| September 30, 2019 |
EX-14 19 ex14.htm Code of Business Conduct 1 Contents TARONIS STANDARDS OF BUSINESS CONDUCT 3 DISCUSSING AND REPORTING COMPLIANCE CONCERNS 4 COMPLIANCE WITH ANTITRUST LAWS 5 DOING BUSINESS WITH GOVERNMENTS 5 FOREIGN CORRUPT PRACTICES ACT COMPLIANCE (“FCPA”) 6 EMPLOYMENT AND THE WORKPLACE; AVOIDANCE OF DISCRIMINATION AND HARASSMENT 7 CONFLICTS OF INTEREST 8 GIFTS, ENTERTAINMENT, BRIBES AND KICKBACK |
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| September 30, 2019 |
Information Statement, Subject to Completion, dated September 30, 2019. Exhibit 99.1 Scott Mahoney Chief Executive Officer , 2019 Dear Taronis Technologies Shareholder: We are pleased to inform you that the board of directors of Taronis Technologies, Inc. (“Taronis Technologies”) has approved a plan to pursue a separation of its gas and welding supply retail business from Taronis Technologies through a spin-off of its wholly owned subsidiary, Taronis Fuels, Inc. (“Tar |
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| September 30, 2019 |
EX-3.2 5 ex3-2.htm BYLAWS OF TARONIS FUELS, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II CORPORATE SEAL 1 Section 3. Corporate Seal 1 ARTICLE III STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings 1 Section 5. Annual Meetings 1 Section 6. Special Meetings 4 Section 7. Notice Of Meetings 5 Section 8. Quorum 6 Section 9. Vo |
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| September 30, 2019 |
TARONIS FUELS, INC. INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Company Securities This Insider Trading Policy (the ?Policy?) provides guidelines to employees, officers and directors of Taronis Fuels, Inc. (the ?Company?) with respect to transactions in the Company?s securities. The Company has adopted this policy and the procedures set forth herein to help preven |
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| September 30, 2019 |
Taronis Fuels, Inc. 2019 Employee Stock Purchase Plan 1. General; Purpose. (a) Purpose. The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations and Affiliates. The Plan provides a means by which |
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| September 30, 2019 |
EX-10.3 9 ex10-3.htm DISTRIBUTION AND LICENSE AGREEMENT THIS Distribution and License Agreement, (hereinafter “Agreement”), dated the 16th day of July, 2019 is between Taronis Technologies, Inc., a Delaware Corporation, f/k/a MagneGas Applied Technology Solutions, Inc. and f/k/a MagneGas Corporation, and MAGNEGAS IP, LLC, a Delaware limited liability company (collectively, the “Company”); and Taro |
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| September 30, 2019 |
EX-3.1 4 ex3-1.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TARONIS FUELS, INC. Scott D. Mahoney hereby certifies that: ONE: The name of the company is Taronis Fuels, Inc. (“Company”). The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 9, 2019. TWO: He is the duly elected and acting Chief Executive Officer of Taronis Fuels, |
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| September 30, 2019 |
SEPARATION AGREEMENT This Separation Agreement (this ?Agreement?) is dated as of [ ], 2019 by and between TAronis Technologies, Inc. |
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| September 30, 2019 |
EX-10.5 11 ex10-5.htm TARONIS FUELS, INC. EXECUTIVE BONUS PLAN 1. Purpose. The purpose of the Taronis Fuels, Inc. Executive Bonus Plan (the “Plan”) is to further link an executive’s interests with those of the Company’s by creating a direct relationship between key business and individual performance measurements and individual bonus payouts. The Plan is effective as of the date it is approved by |
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| September 30, 2019 |
List of Subsidiaries MagneGas Welding Supply ? West, LLC MagneGas Welding Supply ? South, LLC MagneGas Welding Supply ? Southeast, LLC MagneGas Real Estate Holdings, LLC MagneGas Production, LLC MagneGas Limited MagneGas Ireland Ltd. |
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| September 30, 2019 |
EX-10.4 10 ex10-4.htm Taronis Fuels, Inc. 2019 Equity Incentive Plan TARONIS FUELS, INC. 2019 EQUITY INCENTIVE PLAN 1. General. 1.1. Purpose. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and any Affiliates that exist now or in the future, by offering eligible |
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| September 30, 2019 |
Master Distribution Agreement By and Between Taronis Technologies, Inc. And Taronis Fuels, Inc. Dated as of November [], 2019 Table of Contents Article I. DEFINITIONS AND INTERPRETATION 1 Section 1.01 Definitions. 1 Section 1.02 Interpretation. 12 Article II. THE DISTRIBUTION 12 Section 2.01 Sole and Absolute Discretion; Cooperation 12 Section 2.02 Actions Prior to the Distribution. 13 Section 2.0 |
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| September 30, 2019 |
EX-10.10 16 ex10-10.htm TARONIS FUELS, INC. EXECUTIVE SEVERANCE PLAN 1. Introduction 1.1. Purpose. The purpose of the Plan is to ensure that Taronis Fuels, Inc. (the “Company”) will have the continued dedication of its key employees by providing severance protection to selected individuals. The Plan is intended to be an unfunded welfare plan maintained primarily for the purpose of providing severa |
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| September 30, 2019 |
EX-4.1 6 ex4-1.htm |
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| September 30, 2019 |
DIRECTOR COMPENSATION POLICY AND STOCK OWNERSHIP GUIDELINES The Compensation Committee of the Board of Directors (the ?Board?) of Taronis Fuels, Inc. |
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| September 30, 2019 |
INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) dated as of , 2019, is made by and between TARONIS FUELS, INC. |
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| September 30, 2019 |
EX-10.6 12 ex10-6.htm ASSIGNMENT AND ASSUMPTION AND AMENDMENT OF CONTRACT THIS ASSIGNMENT AND ASSUMPTION AND AMENDMENT OF CONTRACT AGREEMENT (this “Agreement”) is made and as of [ ], 2019 (the “Effective Date”), by and between TARONIS TECHNOLOGIES, INC., a Delaware corporation (“Assignor”), and TARONIS FUELS, INC., a Delaware corporation (“Assignee”) and [ ] (“ ”). RECITALS: WHEREAS, Assignor and |
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| September 30, 2019 |
EX-10.2 8 ex10-2.htm TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November [], 2019 (the “Effective Date”), is made and entered into by and between Taronis Technologies, Inc., a Delaware corporation (“Tech”), and Taronis Fuels, Inc., a Delaware corporation and wholly owned subsidiary of Tech (“Fuels”). Each of Tech and Fuels may be referred to he |
