Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.
Subject to Completion, dated November 8, 2019
INFORMATION STATEMENT
TARONIS FUELS, INC.
Common Stock
($0.000001 par value)
Taronis Technologies, Inc., (“Taronis Technologies”) is sending this Information Statement (“Information Statement”) to its shareholders in connection with the distribution by Taronis Technologies of 100% of the outstanding common stock of Taronis Fuels, Inc. (“Taronis Fuels”) to holders of Taronis Technologies’ common stock. As of the date of this Information Statement, Taronis Technologies owns all of Taronis Fuel’s outstanding common stock.
On June 24, 2019, Taronis Technologies’ Board of Directors approved a plan to pursue a separation of its gas and welding supply retail business from Taronis Technologies through a spin-off, which will result in the distribution of 100% of Taronis Technologies’ interest in Taronis Fuels to holders of Taronis Technologies’ common stock. Holders of Taronis Technologies’ common stock will be entitled to receive five (5) shares of Taronis Fuels common stock for every one (1) share of Taronis Technologies common stock held as of 5:00 p.m., New York City time, on the record date, November 29, 2019. The distribution date for the spin-off will be on or about December 5, 2019. Immediately after the distribution is completed, Taronis Fuels will be an independent, publicly traded company. The distribution is being conducted on a pro rata basis to the Taronis Technologies shareholders in a manner that is intended to be tax-free for United States federal income tax purposes.
You will not be required to pay any cash or other consideration for the Taronis Fuels common stock that will be distributed to you or to surrender or exchange your Taronis Technologies common stock to receive Taronis Fuels common stock in the spin-off. The distribution will not affect the number of Taronis common stock that you hold. No approval by Taronis Technologies shareholders of the spin-off is required or being sought. You are not being asked for a proxy and you are requested not to send a proxy.
As discussed under “The Spin-off–Trading Between the Record Date and Distribution Date,” if you sell your Taronis Technologies common stock in the “regular way” market after the record date, but before or on the distribution date, you will be selling your right to receive Taronis Fuels common stock in connection with the spin-off. You are encouraged to consult with your financial advisor regarding the specific implications of selling your Taronis Technologies common stock before or on the distribution date.
Taronis Fuels common stock is not publicly traded and there is currently no public market for its common stock. Taronis Fuels will file a Form 211 with the Financial Industry Regulatory Authority (“FINRA”) and apply to have its common stock authorized for quotation on the OTCQB market of the OTC Markets Group, Inc. but there are no assurances that its common stock will be quoted on the OTCQB or any other quotation service, exchange or trading facility. An active public market for its common stock may not develop or be sustained after the distribution. If an active public market does not develop or is not sustained, it may be difficult for its stockholders to sell their shares of common stock at a price that is attractive to them, or at all. Taronis Fuels intends to request the symbol “TRNF” to be issued in connection with the initiation of quotation on the OTCQB. Assuming Taronis Fuels’ application for quotation is approved, Taronis Fuels expects that a limited market, commonly known as a “when-issued” trading market, for its common stock will begin prior to the distribution date on the record date, November 29, 2019, and Taronis Fuels expects that “regular way” trading of its common stock will begin the first day of trading after the distribution date, on or about December 5, 2019. Following the distribution date, Taronis Fuels intends to apply to up list its common stock to The NYSE American (“NYSE American exchange”) exchange under the symbol “TRNF” and expects such up listing to occur within six months of the distribution date, but there is no assurance that its common stock will be listed on the NYSE American.
In reviewing this Information Statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 14 of this Information Statement.
Neither the Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved these securities or determined if this Information Statement is truthful or complete. Any representation to the contrary is a criminal offense.
This Information Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Taronis Technologies first mailed or made this Information Statement available electronically to its shareholders on or about November 29, 2019.
The date of this Information Statement is ___________, 2019.
AI
