Washington, D.C. 20549








Date of Report (Date of earliest event reported): October 11, 2019



(Exact name of registrant as specified in its charter)


Delaware   001-35586   26-0250418

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employee

Identification No.)


300 W. Clarendon Avenue, Suite 230

Phoenix, AZ 85013

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (866-370-3835)


Not applicable

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   TRNX   The Nasdaq Stock Market, LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [  ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]






Item 1.01 Entry into a Material Definitive Agreement.


Securities Settlement Agreement


On October 11, 2019, Taronis Technologies, Inc. (the “Company”) entered into a Securities Settlement Agreement (“SSA”) with Maxim Group, LLC (“Maxim”). Under the terms of the SSA, the Company will issue Maxim 175,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a rounded purchase price of $1.22 per share (the “Offering”). The Company will not directly receive any cash proceeds from the Offering, but a $214,750 placement agent fee owed to Maxim will be satisfied in full. The SSA contains customary representations, warranties and agreements by us. The Company does not have any other outstanding investment banking fees owed at this time.


The sale of the Common Stock at a rounded price of $1.22 per share is being made pursuant to a prospectus supplement, which will be filed with the Securities and Exchange Commission (the “SEC”) on or about October 15, 2019, and accompanying base prospectus relating to the Company’s shelf registration statement on Form S-3 (File No. 333-230854), which was declared effective by the SEC on April 24, 2019.


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


A copy of the opinion of our Legal Counsel relating to the legality of the issuance and sale of the Common Stock in the Offering is attached as Exhibit 5.1 hereto.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
5.1   Opinion of Legal Counsel
10.1   Securities Settlement Agreement dated October 11, 2019, between the Company and Maxim Group, LLC
23.1   Consent of Legal Counsel (contained in Exhibit 5.1)






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: October 15, 2019


  /s/ Scott Mahoney
  By: Scott Mahoney
  Its: Chief Executive Officer