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 1319, 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 Number)

(IRS Employee

Identification No.)

24980 N. 83^rd Avenue, Suite 100

Peoria, AZ 85383

(Address of principal executive offices) (Zip Code)

(866) 370-3835

Registrant’s telephone number, including area code:

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 5 1.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On August 1319, 2021, Taronis Fuels, Inc. (the “Company”) ~~and~~issued ~~Edward J~~$2.5 ~~Fred,~~million ~~the~~of ~~previous~~convertible ~~Chief~~promissory ~~Financial~~notes ~~Officer~~to ~~and~~an ~~Treasurer~~institutional ~~and~~investor ~~interim~~pursuant ~~Chief~~to ~~Executive~~a ~~Officer~~note ~~and~~purchase ~~President~~agreement. ofThe ~~the~~convertible ~~Company,~~promissory ~~entered~~notes ~~into~~accrue ainterest ~~settlement~~at ~~agreement~~an ~~and~~annual ~~general~~rate ~~release~~of ~~(the~~1% ~~“Agreement”) in~~and ~~connection~~mature ~~with~~August 19, Mr2028. ~~Fred’s~~The ~~resignation~~principal ~~from~~and ~~his~~unpaid ~~employment~~accrued ~~with~~interest on the ~~Company.~~notes ~~Subject~~are toconvertible at the ~~terms~~option of the ~~Agreement,~~holder into shares of the Company’s ~~will~~common ~~make~~stock ~~cash~~at ~~payments~~the lower of (i) $~~371,586.54~~7 per share or (ii) 85% of the price to ~~Mr.~~the ~~Fred~~public ~~and~~in ~~pay~~an ~~COBRA~~underwritten ~~premiums~~offering ~~for~~of ~~Mr.~~the ~~Fred~~Company’s common ~~for~~stock upthat tooccurs ~~eleven~~substantially ~~months.~~concurrently Inwith ~~addition,~~an initial listing of the ~~Agreement includes~~common ~~certain~~stock ~~confidentiality,~~on ~~intellectual~~a ~~property~~national ~~assignment,~~securities ~~non-disparagement~~exchange ~~and~~(an “Uplisting ~~non-solicitation~~Offering”). ~~provisions~~All principal and aunpaid ~~release~~accrued ofinterest on the notes will also automatically convert into shares ~~claims~~of bythe ~~Mr.~~Company’s ~~Fred~~common stock upon the closing of an Uplisting Offering.

The foregoing ~~description~~descriptions of the ~~Agreement~~convertible ispromissory notes and note purchase agreement are not complete and isare qualified in ~~its~~their entirety by the full text of the ~~Agreement,~~convertible apromissory ~~copy~~notes and note purchase agreement, forms of which isare attached to this Current Report on Form 8-K as ~~Exhibit~~Exhibits 4.1 and 10.1, respectively, and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth under Item 1.01 regarding the issuance of shares of the Company’s common stock upon the conversion of the convertible promissory notes is incorporated by reference into this Item 3.02. Such shares will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Separation agreement and general release, dated August 13, 2021, between the Company and Edward J. Fred.
4.1		Form of convertible promissory note (included in Exhibit 10.1).
10.1		Form of note purchase agreement.

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: August 19, 2021	TARONIS FUELS, INC.
Date: August 25, 2021	TARONIS FUELS, INC.
	By:	/s/ Mary Pat Thompson
	Name:	Mary Pat Thompson
	Title:	Chief Financial Officer and Treasurer

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