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 File Number) |
(IRS Employee Identification No.) |
24980 N. 83rd Avenue, Suite 100
Peoria, AZ 85383
(Address of principal executive offices) (Zip Code)
(866) 370-3835
Registrant’s telephone number, including area code:
N/A
(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 | ||
| None | N/A | N/A |
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 [X]
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 3.03. Material Modification to Rights of Security Holders.
On December 23, 2020, Taronis Fuels, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to affect a reverse stock split (the “Reverse Stock Split”). Pursuant to the Charter Amendment, the Reverse Stock Split took effect at 5 p.m. Eastern Time on December 28, 2020 and was formally processed by FINRA’s OTC Corporate Actions Department on December 29, 2020. The Company’s common stock will begin trading on a split-adjusted basis when the market opens on December 30, 2020.
Pursuant to the Reverse Stock Split, outstanding shares of the Company’s common stock were automatically consolidated at a ratio of 1-for-75 without any further action on the part of the Company’s stockholders. No scrip or fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise be entitled to a fractional share. Instead, the Company via its transfer agent will be paying to the stockholder, in cash, the value of any fractional interest arising from the Reverse Stock Split. The cash payment will equal the closing sales price of the Common Stock as reported on the OTCQB on December 28, 2020 multiplied by the number of shares of pre-split common stock held by the stockholder that would otherwise have been exchanged for such fractional share.
The Company’s shares of common stock will continue to trade on the OTCQB but will trade under the symbol “TRNFD” for a period of 20 trading days from December 30, 2020 to denote completion of the Reverse Stock Split. After 20 trading days, the symbol will return to “TRNF”. The Company’s shares of common stock will permanently trade under a new CUSIP number, which is 87621P209.
The purpose of the Reverse Stock Split is to reduce the number of shares issued and outstanding with the corresponding intended effect being an increase in the Company’s share price. The Company believes that with a higher share price it will be able to meet the share price requirement required for initial listing on the NYSE American stock exchange. There can be no assurance that the Reverse Stock Split will result in an increase in the market price of our common stock or that the Company will be listed on the NYSE American.
Further details regarding the Reverse Stock Split can be found in our Current Report on Form 8-K filed with the SEC on December 15, 2020.
The foregoing description of the Charter Amendment is only a summary and does not purport to be complete, and such description is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To the extent applicable, information set forth in Item 3.03 hereof is incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation |
SIGNATURES
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: December 30, 2020 | TARONIS FUELS, INC. | |
| By: | /s/ Scott Mahoney | |
| Name: | Scott Mahoney | |
| Title: | Chief Executive Officer | |
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 provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State on April 9, 2019 as amended to date (as amended, the “Certificate of Incorporation”).
3. Article FOURTH of the Certificate of Incorporation is hereby amended by adding the following to the end of the first paragraph of Article FOURTH:
“Effective at 5:00 p.m. Eastern Time on December 28, 2020 (the “Effective Time”), each seventy-five (75) shares of the Corporation’s Common Stock, par value $0.000001 per share (“Common Stock”), issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall automatically be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional interests as described below. Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the combination effected by the preceding sentence. Stockholders of record who otherwise would be entitled to receive fractional shares in connection with such combination will instead be entitled to receive, in lieu of such fractional shares, an amount in cash equal to the product of (i) the market value of the Corporation’s Common Stock as listed on the OTCQB as of the close of trading on December 28, 2020, multiplied by (ii) the number of shares of Common Stock held by the stockholder immediately prior to the Effective Time that would otherwise have been exchanged for such fractional shares. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional interests as described above.”
4. The foregoing amendment was duly adopted in accordance with Sections 141 and 242 of the General Corporation Law of the State of Delaware.
5. Thereafter, pursuant to a resolution of the Board of Directors of the Corporation, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted by the stockholders in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
6. This Certificate of Amendment, and the amendment effected hereby, shall become effective at 5pm Eastern Time on December 28, 2020.
IN WITNESS WHEREOF, Taronis Fuels, Inc. has caused this Certificate of Amendment to be executed as of December 23, 2020.
| TARONIS FUELS, INC. | ||
| By: | /s/ Scott Mahoney | |
| Name: | Scott Mahoney | |
| Title: | Chief Executive Officer and Interim Chief Financial Officer | |