Item 1.01 Entry into a Material Definitive Agreement.





Exchange Agreement

On April 17, 2020, Taronis Technologies, Inc. (the "Company") entered into an Exchange Agreement ("Exchange Agreement") with two accredited investors ("Holders"). The Company previously issued to the Holders an aggregate of 1,425,000 shares of common stock for services rendered ("Common Stock"), pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act") contained in Section 4(a)(2) thereof. Under the terms of the Exchange Agreement the Holders have agreed to convey, transfer and assign the Common Stock back to the Company in exchange for 1,425,000 Prefunded Warrants ("Prefunded Warrants") in reliance on the exemption from issuance provided by Section 3(a)(9) of the Securities Act. The Exchange Agreement contains additional terms typical of exchange agreements.

The above description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the Form of Exchange Agreement, which is incorporated herein and attached hereto as Exhibit 10.1.





Prefunded Warrant

In conjunction with the Exchange Agreement, the Company issued to the Holders Prefunded Warrants to purchase up to an aggregate of 1,425,000 shares of our common stock, par value $0.001 per share ("Prefunded Warrant"), that may be issued to the Holders upon the exercise of the Prefunded Warrants, which Prefunded Warrants, having an aggregate prefunded value of $648,725 (prefunded value of $0.46 per warrant). The Prefunded Warrant was issued to the Holder in an exchange under Section 3(a)(9) of the Securities Act, for 1,425,000 shares of Common Stock, having an aggregate value of $648,725 ($0.46 per share), originally issued to Holders for services rendered pursuant to an exemption from registration afforded by Section 4(a)(2) of the Securities Act. The Prefunded Warrant contains additional terms typical of prefunded warrants.

We will receive an aggregate of $14,250 in proceeds from the exercise of the Prefunded Warrants for cash. The exercise price of each Prefunded Warrant will equal $0.01 per share.

The above description of the Prefunded Warrant does not purport to be complete and is qualified in its entirety by the Form of Prefunded Warrant, which is incorporated herein and attached hereto as Exhibit 10.2.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

5.1             Opinion of Legal Counsel
10.1            Form of Exchange Agreement
10.2            Form of Prefunded Warrant
23.1            Consent of Legal Counsel (contained in Exhibit 5.1)

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