TARONIS TECHNOLOGIES, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 2, 2019, in connection with the previously announced distribution by Taronis Technologies Inc. ("Taronis Technologies") of 100% of the outstanding common stock of Taronis Fuels, Inc. ("Taronis Fuels") to Taronis Fuels shareholders (the " Distribution"), Taronis Technologies entered into several agreements with Taronis Fuels that govern the relationships of the parties following the Distribution, including the following:

? Master Distribution Agreement;

? Separation Agreement;

? Tax Sharing Agreement;

? Transition Services Agreement; and

? Distribution and License Agreement.

A summary of the material terms of these agreements can be found in the section entitled "Relationship with Taronis Technologies After the Spinoff -Material Agreements Between Taronis Technologies and Us" in the Information Statement filed as Exhibit 99.1 to Taronis Fuels' Registration Statement on Form 10 filed with the Securities and Exchange Commission on September 30, 2019, as amended, which is incorporated herein by reference. The summary is qualified in its entirety by reference to the Master Distribution Agreement, Separation Agreement, Tax Sharing Agreement, Transition Services Agreement, and Distribution and License Agreement, filed as Exhibits 2.1, 2.2, 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K, each of which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 5, 2019, Taronis Technologies completed the Distribution. Taronis Fuels held Taronis Technologies' gas and welding supply business and, as a result of the Distribution, is now an independent public company. The Distribution was made to Taronis Technologies' shareholders of record as of the close of business on November 29, 2019 (the "Record Date"), who received five shares of Taronis Fuels common stock for each Taronis Technologies common share held as of the Record Date. In the aggregate, 138,787,021 shares of Taronis Fuels common stock were distributed to Taronis Technologies' shareholders in the Distribution.

Item 9.01 Financial Statements and Exhibits.

(b) The unaudited pro forma condensed consolidated financial statements of Taronis Technologies giving effect to the Distribution, and the related notes thereto, have been derived from its historical consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and are attached hereto as Exhibit 99.1. Additional information regarding these financial statements is set forth in the introductory paragraphs to Exhibit 99.1.

(d) Exhibits.



Exhibit
Number    Description

2.1         Master Distribution Agreement, dated as of December 2, 2019, by and
          between Taronis Technologies Inc. and Taronis Fuels, Inc. (incorporated
          by reference to Exhibit 2.1 to Taronis Fuels' Registration Statement on
          Form 10-12G filed on December 13, 2019)

2.2         Separation Agreement, dated as of December 2, 2019, by and between
          Taronis Technologies Inc. and Taronis Fuels, Inc. (incorporated by
          reference to Exhibit 2.2 to Taronis Fuels' Registration Statement on
          Form 10-12G filed on December 13, 2019)

10.1        Tax Sharing Agreement, dated as of December 2, 2019, by and between
          Taronis Technologies Inc. and Taronis Fuels, Inc. (incorporated by
          reference to Exhibit 10.1 to Taronis Fuels' Registration Statement on
          Form 10-12G filed on December 13, 2019)

10.2        Transition Services Agreement, dated as of December 2, 2019, by and
          between Taronis Technologies Inc. and Taronis Fuels, Inc. (incorporated
          by reference to Exhibit 10.2 to Taronis Fuels' Registration Statement on
          Form 10-12G filed on December 13, 2019)

10.3        Distribution and License Agreement, dated as of July 16, 2019, among
          Taronis Technologies Inc. and Taronis Fuels, Inc. (incorporated by
          reference to Exhibit 10.1 to Taronis Technologies, Inc.'s Current Report
          on Form 8-K filed on July 17, 2019)

99.1        Taronis Technologies, Inc. Unaudited Pro Forma Condensed Consolidated
          Financial Statements.

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