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 1415, 2020

TARONIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35586

26-0250418

(State or other jurisdiction

of incorporation)

(Commission

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 ~~Purchase~~Settlement ~~Agreement~~Agreements

On April 1314, 2020, Taronis Technologies, Inc. (the “Company”) entered into a Securities ~~Purchase~~Settlement Agreement (“~~SPA~~SSA”) with anthe ~~accredited~~counterparty ~~investor~~set ~~identified~~forth on the signature page thereto (the “~~Investor~~First Holder”). Under the terms of the ~~SPA~~ SSA, the Company ~~agreed~~will to issue ~~and sell to~~ the ~~Investor,~~First ~~and~~Holder ~~the Investor agreed to purchase from the Company 10~~$50,~~950,~~000 of shares of the Company’s ~~Common~~common ~~Stock~~stock, par value $0.001 per share (the “Common Stock”), ~~for~~at a ~~total gross purchase~~ price of $~~1,344,660~~0.13 per share (the “Offering”). The ~~closing~~Company ofwill not directly receive any cash proceeds from the Offering, isbut ~~contemplated~~outstanding indebtedness of $50,000 owed to ~~occur~~the onFirst ~~April~~Holder ~~14,~~will ~~2020.~~be satisfied in full. The ~~SPA~~SSA contains customary representations, warranties and agreements by us ~~and customary conditions to closing~~.

~~The~~On ~~sale~~April of14, ~~the~~2020, ~~Common~~Taronis ~~Stock~~Technologies, ~~at a price of $0~~Inc.~~1228~~ ~~per~~(the ~~share~~“Company”) isentered ~~being~~into ~~made~~a ~~pursuant~~Securities toSettlement aAgreement ~~prospectus~~(“SSA”) with ~~supplement,~~the ~~which~~counterparty ~~will be~~set ~~filed~~forth ~~with~~on the ~~Securities~~signature ~~and~~page ~~Exchange~~thereto ~~Commission~~ (the “~~SEC~~Second Holder”). onUnder orthe ~~about~~terms ~~April~~of 14the SSA, ~~2020,~~the ~~and~~Company ~~accompanying base~~will ~~prospectus~~issue ~~relating~~the toSecond Holder $175,000 of shares of the Company’s ~~shelf~~common ~~registration~~stock, ~~statement~~par onvalue ~~Form~~$0.001 ~~S-3~~per share (~~File~~the No“Common Stock”) at a price of $0.13 ~~333-230854~~per share (the “Offering”),. ~~which~~The ~~was~~Company ~~declared~~will not ~~effective~~directly byreceive any cash proceeds from the ~~SEC~~Offering, onbut ~~April~~outstanding 24indebtedness of $175,000 ~~2019~~owed to the Second Holder will be satisfied in full. The SSA contains customary representations, warranties and agreements by us.

~~The~~On ~~above~~April ~~description~~14, of2020, Taronis Technologies, Inc. (the ~~SPA~~“Company”) ~~does~~entered ~~not~~into ~~purport~~a toSecurities beSettlement ~~complete~~Agreement ~~and~~(“SSA”) with isthe ~~qualified~~counterparty inset ~~its~~forth ~~entirety~~on bythe signature page thereto (the ~~full~~“Third ~~text~~Holder”). Under the terms of ~~such~~the SSA, ~~SPA~~the Company will issue the Third Holder $168,750 ~~which~~of shares of the Company’s common stock, par value $0.001 per share is(the ~~incorporated~~“Common ~~herein~~Stock”) ~~and~~at ~~attached~~a ~~hereto~~price asof ~~Exhibit~~$0.13 10per share (the “Offering”).1 The Company will not directly receive any cash proceeds from the Offering, but outstanding indebtedness of $168,750 owed to the Third Holder will be satisfied in full. The SSA contains customary representations, warranties and agreements by us.

~~Warrant~~On April 14, 2020, Taronis Technologies, Inc. (the “Company”) entered into a Securities Settlement Agreement (“SSA”) with the counterparty set forth on the signature page thereto (the “Fourth Holder”). Under the terms of the SSA, the Company will issue the Fourth Holder $131,196.49 of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a price of $0.13 per share (the “Offering”). The Company will not directly receive any cash proceeds from the Offering, but outstanding indebtedness of $131,196.49 owed to the Fourth Holder will be satisfied in full. The SSA contains customary representations, warranties and agreements by us.

InThe issuance ~~connection~~of ~~with~~ the ~~SPA~~4, ~~the Company granted the Investor Warrants to purchase up to 10~~038,~~950,000~~051 shares of Common Stock, ~~representing~~in ~~one~~the ~~hundred~~aggregate, ~~percent~~at ~~(100%)~~a price of ~~the~~$0.13 ~~total~~per ~~number~~share, ofis ~~shares~~being ofmade ~~common stock~~pursuant ~~sold~~to ~~under~~a prospectus ~~the~~supplement, ~~SPA.~~which ~~The Warrants~~ will be ~~exercisable~~filed ~~beginning~~with on the ~~Initial~~Securities ~~Exercise~~and ~~Date,~~Exchange inCommission ~~whole~~(the “SEC”) on or inabout ~~part~~April 15, ~~at an~~2020, ~~exercise~~and ~~price~~accompanying ofbase ~~$0.15~~prospectus ~~per~~relating ~~share~~to (the ~~“Exercise~~Company’s ~~Price”).~~shelf ~~The~~registration ~~Warrants~~statement ~~will~~on beForm ~~exercisable~~S-3 ~~for~~(File ~~12 months following~~No. ~~the~~333-230854), ~~Initial~~which ~~Exercise~~was ~~Date.~~declared ~~Assuming~~effective ~~full~~by ~~exercise of~~ the ~~Warrants~~SEC ~~the~~on ~~Company~~April ~~would receive gross proceeds of $1~~24,~~642,500~~ 2019.

~~If after ninety (90) days after the Initial~~The ~~Exercise~~above ~~Date~~description ~~there~~of iseach ~~no effective registration statement registering, or no current prospectus is available for the resale~~ of~~, the~~ ~~Warrant Shares,~~ the ~~Investor~~SSAs ~~may~~does ~~exercise the Warrants by means of a “cashless exercise”. Subject to limited exceptions, a holder of Warrants will~~ not ~~have~~purport ~~the right~~ to ~~exercise~~be ~~any~~complete ~~portion~~and ofis ~~its~~qualified ~~Warrants if such holder, together with its affiliates, would beneficially own~~ in ~~excess~~their ofentirety ~~9.99%~~by of the ~~number~~full oftext ~~shares~~ of ~~Common Stock outstanding immediately after giving effect to such exercise. The Exercise Price and number of Warrant Shares issuable upon~~ the ~~exercise of~~ ~~the~~“form ~~Warrants will be subject to adjustment in the event~~ of” ~~any stock dividends~~SSA, ~~forward~~which oris ~~reverse~~incorporated ~~stock~~herein ~~split,~~and ~~recapitalization, reorganization~~attached orhereto ~~similar transaction,~~ as ~~described~~Exhibit ~~in the Warrants~~10.1.

~~The~~A copy ~~offering~~ of the ~~Warrants~~opinion isof ~~exempt from~~our ~~registration~~Legal ~~under~~Counsel ~~Section~~relating ~~4(a)(2)~~to the legality of the ~~Securities~~issuance ~~Act~~and sale of ~~1933,~~the asCommon ~~amended~~Stock (in the ~~“Securities~~Offering is ~~Act”)~~attached as Exhibit 5.1 hereto.

The above description of the Warrants does not purport to be complete and is qualified in its entirety by the full text of the “form of” Warrant which is attached hereto as Exhibit 10.2, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Legal Counsel
10.1		Form of Securities ~~Purchase~~Settlement Agreement
10.2		Form of Warrant
23.1		Consent of Legal Counsel (contained in Exhibit 5.1)
23.1		Consent of Legal Counsel (contained in Exhibit 5.1).

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: April 1415, 2020

	TARONIS TECHNOLOGIES, INC.

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

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