Item 1.01 Entry into a Material Definitive Agreement.

Securities Settlement Agreement

On March 25, 2020, Taronis Technologies, Inc. (the "Company") entered into a Securities Settlement Agreement ("SSA") with First Choice International Company, Inc. ("First Choice"). Under the terms of the SSA, the Company will issue First Choice $1,291,750 of shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at market price (the "Offering"). The Company will not directly receive any cash proceeds from the Offering, but outstanding indebtedness of $1,291,750 owed to First Choice will be satisfied in full. The SSA contains customary representations, warranties and agreements by us.

The issuance of the Common Stock at market price is being made pursuant to a prospectus supplement, which will be filed with the Securities and Exchange Commission (the "SEC") on or about March 26, 2020, and accompanying base prospectus relating to the Company's shelf registration statement on Form S-3 (File No. 333-230854), which was declared effective by the SEC on April 24, 2019.

The above description of the SSA does not purport to be complete and is qualified in its entirety by the full text of the form of SSA, which is incorporated herein and attached hereto as Exhibit 10.1.

A copy of the opinion of our Legal Counsel relating to the legality of the issuance and sale of the Common Stock in the Offering is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description

5.1             Opinion of Legal Counsel
10.1            Form of Securities Settlement Agreement
23.1            Consent of Legal Counsel (contained in Exhibit 5.1)

© Edgar Online, source Glimpses