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): February 4, 2019

 

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.)

 

11885 44th Street North

Clearwater, FL 33762

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (727) 934-3448

 

 

(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))

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

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”).

 

The Company’s transfer agent, Corporate Stock Transfer, is the agent for the Name Change and will correspond with stockholders of record who desire to have their stock certificates updated to reflect the Name Change. It is not mandatory for stockholders to exchange their certificates for revised certificates reflecting the name change. Stockholders owning shares via a broker or other nominee will have their accounts automatically adjusted to reflect the Name Change.

 

The new CUSIP number for the Company’s common stock following the Name Change is 876214 107.

 

The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On February 1, 2019, the Company issued a press release regarding the matters described above under Item 5.03 of this Current Report on Form 8-K.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
3.1   Certificate of Amendment to Certificate of Incorporation of MagneGas Applied Technology Solutions, Inc.
99.1   Corporate Rebrand/Name Change Press Release dated February 1, 2019.

 

     

 

 

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: February 4, 2019

 

  TARONIS TECHNOLOGIES, INC.
   
  /s/ Scott Mahoney
  By: Scott Mahoney
  Its: Chief Executive Officer

 

     

 

 

 

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

MAGNEGAS APPLIED TECHNOLOGY SOLUTIONS, INC.

 

MagneGas Applied Technology Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

  FIRST: That at a meeting of the Board of Directors of MagneGas Applied Technology Solutions, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable. In accordance with Section 242 of the General Corporation Law of the State of Delaware, a meeting of the stockholders of said corporation is not required for a name change. The resolution setting forth the proposed amendment is as follows:

 

  RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:
   
  “The name of the corporation is Taronis Technologies, Inc.”

 

  SECOND: The foregoing amendment was duly adopted in accordance with Sections 141 and 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, MagneGas Applied Technology Solutions, Inc. has caused this Certificate of Amendment to be executed as of January 31, 2019.

 

  MagneGas APPLIED TECHNOLOGY SOLUTIONS, INC.
   
  By: /s/ Scott Mahoney
  Name: Scott Mahoney
  Title: Chief Executive Officer

 

     

 

 

 

 

News Release

Investor Contacts:

Tirth Patel

Edison Advisors

T: 646-653-7035

tpatel@edisongroup.com

 

MagneGas Officially Rebranded Taronis Technologies, Inc .

 

New Website and Corporate Presentation Available

 

TAMPA, FL – February 1, 2019 – Taronis Technologies, Inc. (“Taronis”) or the “Company”) (NASDAQ: MNGA) , a leading clean technology company in the renewable resources and environmental conservation industry, formally announced its corporate rebrand and name change today. The Company is now known as Taronis Technologies, which is derived from “Taranis” the Celtic mythological god of thunder and lighting. This deity is also closely associated with the Celtic wheel, which provides a strong link to the European concept of a circular, sustainable economy.

 

In conjunction with this corporate rebranding, Taronis has launched a new website. There will be extensive new investor content forthcoming, including a library of product demonstrations, corporate and client interviews, on site video from our operated facilities across the US and internationally as the Company expands.

 

The Company also provided a comprehensive new corporate presentation, which provides a comprehensive update on the Company’s US acquisition success, international expansion, and the launch of its North Carolina water decontamination business. All corporate content can be found at the Company’s new website at http://www.TaronisTech.com .

 

“This marks the beginning of a new chapter in our Company’s progress,” commented Scott Mahoney, Chief Executive Officer. “Today is result of two years of hard work. First, we recapitalized the Company to execute a complete business transformation. With that capital, we have driven 600% revenue growth and expanded across the US in 13 months through 7 acquisitions. Finally, we completed a total executive team overhaul in November.”

 

Mr. Mahoney concluded, “Now, we want to fully put the past behind us and move forward as a strong, growing and exciting new global brand. We are now a resource conservation company, and we help manage two of our most precious resources; fuel and water. Our new corporate mission statement is: Cleaner – Safer – Smarter. Our technology will drive global solutions that meet these three criteria at all times as we seek to solve some of the most pressing global issues at hand today.”

 

     

 

 

About Taronis Technologies, Inc.

 

Taronis Technologies, Inc. (MNGA) owns a patented plasma arc technology that enable two end use applications for fuel generation and water decontamination. The Company’s fuel technology enables a wide use of hydrocarbon based waste streams to be readily converted to fossil fuel substitutes. The Company is developing a wide range of end market uses for these fuels, including replacement products for propane, compressed natural gas and liquid natural gas. The Company currently markets a proprietary metal cutting fuel that is highly competitive with acetylene.

 

The Company distributes its proprietary metal cutting fuel through Independent Distributors in the U.S and through its wholly owned distributors: ESSI, Green Arc Supply, Paris Oxygen, Latex Welding Supplies, Tyler Welders Supply, United Welding Supplies, Trico Welding Supply and Complete Welding of San Diego. The Company operates 17 locations across California, Texas, Louisiana, and Florida.

 

The Company also owns a patented technology for the decontamination of waste water. This technology is proven to sterilize water, eradicating all pathogens. This technology also eliminates pharmaceutical contaminants such as antibiotics, hormones and other soluble drugs suspended in the contaminated water. Lastly, this process is capable of reducing or eliminating other contaminants, such as harmful metals, as well as nitrogen, phosphorus, and potassium levels that trigger toxic algae blooms. This technology has prospective commercial applications in the agricultural, pharmaceutical, and municipal waste markets. For more information on Taronis, please visit the Company’s website at http://www.TaronisTech.com .

 

FORWARD-LOOKING STATEMENTS

 

This press release contains forward-looking statements as defined within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events, including our ability to raise capital, or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

 

For a discussion of these risks and uncertainties, please see our filings with the Securities and Exchange Commission. Our public filings with the SEC are available from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.