TARONIS TECHNOLOGIES, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-12-24: Form 8-K; Period of report 2019-12-23; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2019-12-13: Form 8-K; Period of report 2019-12-12; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2019-12-10: Form 8-K; Period of report 2019-12-09; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2019-12-06: Form 8-K; Period of report 2019-12-06; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-12-24 | 8-K | 2019-12-23 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 As previously disclosed on a current report on Form 8-K filed with the SEC on December 10, 2019, the Company entered into a Securities Purchase Agreement (“Series H SPA”) dated December 9, 2019 with certain institutional investors (“Series H Investors”) pursuant to which the Company agreed to issue and sell to each Series H Investor, and each Series H Investor severally, but not jointly, agreed to purchase from the Company 29,412 shares of Series H Convertible Preferred Stock at a price of $850 per share of Series H Convertible Preferred Stock, and warrants to purchase approximately 19,608,001 shares of Common Stock for a total gross purchase price of $25,000,000 (the “Offering”). 3.02 The information provided in Items 1.01 and 1.02 of this Report with respect to the issuance of the Series G-1 Preferred Shares in exchange for the Series G Preferred Shares and the Series H-1 Preferred Shares and the grant of the Warrants, respectively, is incorporated by reference into this Item 3.02. 5.03 In connection with the Exchange Agreement, prior to the Closing Date of the Exchange described in Item 1.01 of this Current Report on Form 8-K, the Company shall file the Certificate of Designation with the Secretary of State for the State of Delaware. 8.01 On December 5, 2019, the Company completed the spin-off of its wholly-owned subsidiary Taronis Fuels, Inc. (“Taronis Fuels Spin-Off”). | form8-k.htm |
| 2019-12-13 | 8-K | 2019-12-12 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 5.03 In connection with the SPA, prior to the Closing Date of the transaction described in Item 1.01 of this Current Report on Form 8-K, the Company shall file a Certificate of Designation of Series H-1 Preferred Stock (the “Certificate of Designation”) with the Secretary of State for the State of Delaware. | form8-k.htm |
| 2019-12-10 | 8-K | 2019-12-09 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 In connection with the SPA, prior to the Closing Date of the transaction described in Item 1.01 of this Current Report on Form 8-K, the Company shall file a Certificate of Designation of Series H Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State for the State of Delaware. 8.01 The Company currently intends to put an anti-takeover rights agreement in place. | form8-k.htm |
| 2019-12-06 | 8-K | 2019-12-06 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On December 6, 2019, the Board of Directors (“Board”) of Taronis Technologies, Inc. (the “Company”), pursuant to Article VIII, Section 4 of the Company’s Bylaws, approved and adopted amended and restated bylaws for the Company (the “Amended Bylaws”). | form8-k.htm |
| 2019-12-02 | 8-K | 2019-12-02 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2019-11-29 | 8-K | 2019-11-29 | 8.01 Other Events | 8.01 On November 29, 2019, Taronis Technologies, Inc. (the “Company”), confirmed on behalf of its wholly owned subsidiary Taronis Fuels, Inc. (“Taronis Fuels”), that its Form 10 filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, has become automatically effective due to 60 days having passed since filing. | form8-k.htm |
| 2019-11-15 | 8-K | 2019-11-13 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 5.03 In connection with the SPA, prior to the Closing Date of the transaction described in Item 1.01 of this Current Report on Form 8-K, the Company shall file a Certificate of Designation of Series G Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State for the State of Delaware. | form8-k.htm |
| 2019-11-14 | 8-K | 2019-11-08 | 8.01 Other Events | 8.01 On November 12, 2019, Taronis Technologies, Inc. (the “Company”) issued a press release which disclosed that on November 8, 2019, the Company received a letter from Nasdaq’s Listing Qualifications staff informing the Company that it had regained compliance with Nasdaq’s minimum bid price rule and otherwise satisfies all requirements for continued listing on The Nasdaq Capital Market. | form8-k.htm |
| 2019-10-15 | 8-K | 2019-10-11 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2019-09-23 | 8-K | 2019-08-21 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 The information provided in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.03 On August 21, 2019, Taronis Technologies, Inc. (the “Company”) filed a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State to effect a one-for-five reverse split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”), and the Reverse Stock Split became effective in accordance with the terms of the Certificate of Amendment at 5:00 p.m. | form8-k.htm |
| 2019-09-04 | 8-K | 2019-08-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 30, 2019, Timothy Hauck notified Taronis Technologies, Inc. (the “Company”) of his resignation as the Company’s interim Chief Financial Officer and Treasurer. | form8-k.htm |
| 2019-08-30 | 8-K | 2019-08-30 | 7.01 Regulation FD Disclosure | 7.01 On August 30, 2019, Taronis Technologies, Inc. (“Company”) updated its investor presentation. | form8-k.htm |
| 2019-08-21 | 8-K | 2019-08-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 15, 2019, Taronis Technologies, Inc. (“Company”) assigned the employment agreements of certain of its executive level employees to Taronis Fuels, Inc. in preparation for the Company’s spin-off of Taronis Fuels, Inc. The assignment of the employment agreements resulted in the voluntary termination of employment of Clinton Rafe Dean as the Chief Operating Officer, Richard Conz as the Executive Vice President of Engineering and Technology Development, and Jack Armstrong as the Executive Vice President of Business Development. | form8-k.htm |
| 2019-08-20 | 8-K/A | 2018-12-13 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 13, 2018, Taronis Technologies, Inc. f/k/a MagneGas Applied Technology Solutions, Inc. (the “Company”) adjourned its 2018 Annual Meeting (“Annual Meeting”) due to an insufficient number of shares being present in person or proxy to establish a quorum. | form8-ka.htm |
| 2019-07-25 | 8-K | 2019-07-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 23, 2019, Mr. Ermanno Santilli notified Taronis Technologies, Inc. (the “Company”) of his resignation as a member of the Company’s Board of Directors. | form8-k.htm |
| 2019-07-17 | 8-K | 2019-07-16 | 8.01 Other Events | 8.01 On July 16, 2019, Taronis Technologies, Inc. (“Company”) entered into a Distribution and License Agreement (“License Agreement”) with its wholly owned subsidiary, Taronis Fuels, Inc. (“Taronis Fuels”). | form8-k.htm |
| 2019-07-12 | 8-K | 2019-07-11 | 8.01 Other Events | 8.01 On July 11, 2019, Taronis Technologies, Inc. (“the Company”) was formally notified by The Nasdaq Stock Market LLC (“Nasdaq”) that the Nasdaq Hearings Panel (the “Panel”) has granted the Company’s request for continued listing on Nasdaq, pursuant to an extension through September 19, 2019, to evidence compliance with the $1.00 per share bid price requirement set forth in Nasdaq Listing Rule 5550(a). | form8-k.htm |
| 2019-06-19 | 8-K | 2019-06-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 19, 2019, Taronis Technologies, Inc. (the “Company”) terminated the employment of Ermanno Santilli and requested his voluntary resignation as a member of the Company’s Board of Directors (“Board”). | form8-k.htm |
| 2019-06-06 | 8-K | 2019-06-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2019-06-03 | 8-K | 2019-05-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2019-05-13 | 8-K | 2019-05-07 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On May 7, 2019, Taronis Technologies, Inc. (the “Company”) received written notice from the Staff of the Listing Qualifications department of The Nasdaq Stock Market LLC (the “Staff”) indicating that because the Company did not timely evidence compliance with Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”) by May 6, 2019, the Company’s Common Stock was subject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). | form8-k.htm |
| 2019-05-03 | 8-K | 2019-05-03 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. 8.01 On May 3, 2019, the Company announced the Offering. | form8-k.htm |
| 2019-03-08 | 8-K | 2019-03-08 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On March 8, 2019, the Company issued a press release announcing the Transaction. | form8-k.htm |
| 2019-02-28 | 8-K | 2019-02-22 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 8.01 On February 26, 2019, the Company issued a press release announcing Transaction. | form8-k.htm |
| 2019-02-19 | 8-K | 2019-02-15 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 8.01 On February 19, 2019, the Company issued a press release announcing Transaction. | form8-k.htm |
| 2019-02-19 | 8-K | 2019-02-19 | 8.01 Other Events | 8.01 On February 20, 2019, Taronis Technologies, Inc. (the “Company”) will change its ticker symbol from “MNGA” to “TRNX”. | form8-k.htm |
| 2019-02-13 | 8-K | 2019-02-08 | 8.01 Other Events | 8.01 On February 11, 2019, Taronis Technologies, Inc. (the “Company”) filed a prospectus supplement relating to its previously announced public offering of an aggregate of 10,800,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) and warrants to purchase an aggregate of up to 8,100,000 shares of Common Stock (the “Warrants”), at a combined purchase price of $1.25 per Share and accompanying Warrant. | form8-k.htm |
| 2019-02-12 | 8-K/A | 2019-01-28 | 8.01 Other Events | 8.01 On January 28, 2019, Taronis Technologies, Inc., formerly known as MagneGas Applied Technology Solutions, Inc. (the “Company”) issued a press release and filed a corresponding Current Report on Form 8-K with the SEC, which stated that the City of San Diego had elected to use MagneGas2 as its metal cutting fuel of choice and that this was the first major city contract for the adoption of the Company’s metal cutting fuels. | form8-ka.htm |
| 2019-02-08 | 8-K | 2019-02-08 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On February 7, 2019, the Company issued a press release announcing the launch of the Offering. | form8-k.htm |
| 2019-02-07 | 8-K | 2019-02-06 | 8.01 Other Events | 8.01 On February 6, 2019, Taronis Technologies, Inc. (the “Company”) determined that as a result of the impact of the SEC’s Rules on the Company’s previously filed registration statement covering shares reserved for issuance under its Amended & Restated 2014 Equity Incentive Award Plan (“Plan”), the Company needed to file a new registration Statement on Form S-8 (“Registration Statement”). | form8-k.htm |
| 2019-02-05 | 8-K | 2019-02-04 | 8.01 Other Events | 8.01 On February 4, 2019, Taronis Technologies, Inc. (the “Company”) issued a press release that provided a debriefing on the Company’s participation at the Abu Dhabi Sustainability Week. | form8-k.htm |
| 2019-02-04 | 8-K | 2019-02-04 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On January 31, 2019, MagneGas Applied Technology Solutions, Inc. (the “Company”) filed a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State to effect a name change to “Taronis Technologies, Inc.” (the “Name Change”), and the Name Change became effective in accordance with the terms of the Certificate of Amendment on January 31, 2019 (the “Effective Time”). 8.01 A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | form8-k.htm |
| 2019-02-01 | 8-K | 2019-01-31 | 7.01 Regulation FD Disclosure | 7.01 On January 31, 2019, Taronis Technologies, Inc., f/k/a MagneGas Applied Technology Solutions, Inc. (“Company”) updated its investor presentation. | form8-k.htm |
| 2019-01-31 | 8-K | 2019-01-29 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 The information provided in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.03 On January 29, 2019, MagneGas Corporation (the “Company”) filed a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) with the Delaware Secretary of State to effect a one-for-twenty reverse split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”), and the Reverse Stock Split became effective in accordance with the terms of the Certificate of Amendment at 5:00 p.m. | form8-k.htm |
| 2019-01-28 | 8-K | 2019-01-28 | 8.01 Other Events | 8.01 On January 28, 2019, MagneGas Applied Technology Solutions, Inc. (the “Company”) issued a press release announcing that the City of San Diego has elected to use MagneGas2 as its metal cutting fuel of choice, marking the first major city contract for the adoption of our metal cutting fuels. | form8-k.htm |
| 2019-01-24 | 8-K | 2019-01-23 | 8.01 Other Events | 8.01 On January 23, 2019, MagneGas Applied Technology Solutions, Inc. (the “Company”) issued a press release announcing it will host a conference call and webcast on Thursday, January 31, 2019 at 11:00am Eastern Time to provide an update on the Company’s business strategy including the transformational rebranding, technology developments, recent acquisitions and other initiatives in progress. | form8-k.htm |
| 2019-01-18 | 8-K | 2019-01-16 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 8.01 On January 18, 2019, the Company issued a press release announcing Transaction. | form8-k.htm |
| 2019-01-15 | 8-K | 2019-01-15 | 8.01 Other Events | 8.01 On January 15, 2019, MagneGas Applied Technology Solutions, Inc. (the “Company”) issued a press release announcing the Company generated sales of $1.0 million for the month of December, as compared to $0.32 million in December 2017, representing a 212% increase. | form8-k.htm |
| 2019-01-11 | 8-K | 2019-01-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 8, 2019, MagneGas Applied Technology Solutions, Inc. (the “Company”) entered into a multi-year employment Agreement with Scott Mahoney, the Company’s Chief Executive Officer and President, effective as of January 1, 2019. | form8-k.htm |
| 2019-01-11 | 8-K | 2019-01-11 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. 8.01 On January 11, 2019, the Company announced the Offering. | form8-k.htm |