TARONIS FUELS, INC. : Trigger Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement, Change of Directors or Principal Officers (Form 8-K)

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Item 2.04 Trigger Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

At March 8, 2022, Tech Capital, LLC (“Technology capital“), the Lender under the Loan and Security Agreement, dated October 21, 2020 (as amended, the “Loan Agreement”), by and between Technology capital, Taronis Fuels, Inc. (the “Company”) and certain subsidiaries of the Company, have provided a notice of default (the “Notice of Default”) to the Company alleging a material adverse change in the business and financial condition of the Company due to: the Company’s ongoing investigation by the Security and Exchange Commission; the possible results of any such investigation, including, without limitation, the potential reimbursement of amounts raised by the Company under private placements in 2020 and the potential payment of civil penalties by the Company; and the Company’s inability to raise capital in light of such possible outcomes.

Pursuant to the notice of default, the interest rate on the outstanding obligations under the loan agreement increased immediately by 5%. Technology capital
reserves the right to exercise its other rights and remedies under the Loan Agreement, including, without limitation, to cease making advances under the Loan Agreement, to accelerate all outstanding obligations under the Loan Agreement and to terminate the Loan Agreement. From March 14, 2022approximately $5.2 million was outstanding under the loan agreement.

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

At March 8, 2022the Board of Directors of the Company has appointed Jered Ruyle as President and Chief Executive Officer of the Company and as a director of the Company, each effective immediately. Mr. Ruyle previously held the position of Interim President and Chief Executive Officer of the Company since November 30, 2021.

There are no family relations between Mr. Ruyle and any director or executive officer of the Company. There have been no related party transactions involving Mr. Ruyle (or any of his immediate family members) required to be disclosed pursuant to Regulation SK Section 404(a), other than (i) Mr. Ruyle and his father purchased a total of 66,668 common shares of the Company in a private placement closed on June 4, 2021 for a total purchase price of $200,004and (ii) following the acquisition by the Company of the packaged gas business of the Ruyle family in 2018, At Mr. Ruyle’s father and brother were employed by the Company and several members of the Ruyle family directly or indirectly rent properties from the Company. Mr. Ruyle has entered into the Company’s standard indemnification agreement form. The Council has not yet taken a decision on At Mr. Ruyle’s remuneration for his services as President and Chief Executive Officer of the Company.

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