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): March 21, 2022
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. 83rd 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 ☒
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2022, Taronis Fuels, Inc. entered into an employment agreement (the “Employment Agreement”) with Jered Ruyle, its President and Chief Executive Officer. The Employment Agreement provides for, among other things: (i) an annual base salary of $250,000; (ii) participation in the Company’s annual performance incentive programs, including a target bonus of 80% of annual base salary based on the achievement of performance objectives; (iii) eligibility for equity awards under the Company’s equity incentive plans, with a target grant date fair value of awards each year in the amount of 100% of annual base salary; and (iv) participation in the Company’s benefit plans. The Employment Agreement also provides that upon a termination by the Company other than for “cause” or if Mr. Ruyle resigns for “good reason,” the Company will pay Mr. Ruyle an amount equal to 12 months of base salary and continued medical coverage for up to 12 months.
The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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: March 25, 2022 | TARONIS FUELS, INC. |
| | | |
| | By: | /s/ Jered Ruyle |
| | Name: | Jered Ruyle |
| | Title: | President and Chief Executive Officer |
