Item 1.01 Entry into a Material Definitive Agreement.

On August 5, 2021, Taronis Fuels, Inc. (the "Company") issued $2.5 million of convertible promissory notes to an institutional investor pursuant to a note purchase agreement. The convertible promissory notes accrue interest at an annual rate of 1% and mature August 2, 2028. The principal and unpaid accrued interest on the notes are convertible into shares of the Company's common stock at $7 per share at the option of the holder.

The foregoing descriptions of the convertible promissory notes and note purchase agreement are not complete and are qualified in their entirety by the full text of the convertible promissory notes and note purchase agreement, forms of which are attached to this Current Report on Form 8-K as Exhibits 4.1 and 10.1, respectively, and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth under Item 1.01 regarding the issuance of shares of the Company's common stock upon the conversion of the convertible promissory notes is incorporated by reference into this Item 3.02. Such shares will be issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.

Item 7.01 Regulation FD Disclosure.

On August 5, 2021, the Company issued a press release announcing the issuance of the convertible promissory notes. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

4.1             Form of convertible promissory note (included in Exhibit 10.1).
10.1            Form of note purchase agreement.
99.1            Press release dated August 5, 2021.




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