Item 1.01 Entry into a Material Definitive Agreement.






Securities Purchase Agreement

On April 13, 2020, Taronis Technologies, Inc. (the "Company") entered into a Securities Purchase Agreement ("SPA") with an accredited investor identified on the signature page thereto ("Investor"). Under the terms of the SPA, the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company 10,950,000 shares of the Company's Common Stock, par value $0.001 per share ("Common Stock"), for a total gross purchase price of $1,344,660 (the "Offering"). The closing of the Offering is contemplated to occur on April 14, 2020. The SPA contains customary representations, warranties and agreements by us and customary conditions to closing.

The sale of the Common Stock at a price of $0.1228 per share is being made pursuant to a prospectus supplement, which will be filed with the Securities and Exchange Commission (the "SEC") on or about April 14, 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 SPA does not purport to be complete and is qualified in its entirety by the full text of such SPA, which is incorporated herein and attached hereto as Exhibit 10.1.





Warrant

In connection with the SPA, the Company granted the Investor Warrants to purchase up to 10,950,000 shares of Common Stock, representing one hundred percent (100%) of the total number of shares of common stock sold under the SPA. The Warrants will be exercisable beginning on the Initial Exercise Date, in whole or in part, at an exercise price of $0.15 per share (the "Exercise Price"). The Warrants will be exercisable for 12 months following the Initial Exercise Date. Assuming full exercise of the Warrants the Company would receive gross proceeds of $1,642,500.

If after ninety (90) days after the Initial Exercise Date there is no effective registration statement registering, or no current prospectus is available for the resale of, the Warrant Shares, the Investor may exercise the Warrants by means of a "cashless exercise". Subject to limited exceptions, a holder of Warrants will not have the right to exercise any portion of its Warrants if such holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of 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 Warrants will be subject to adjustment in the event of any stock dividends, forward or reverse stock split, recapitalization, reorganization or similar transaction, as described in the Warrants.

The offering of the Warrants is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").

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 Agreement
10.2            Form of Warrant
23.1            Consent of Legal Counsel (contained in Exhibit 5.1).

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