Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 23, 2021, Kevin Foti notified the Board of Directors (the "Board")
of Taronis Fuels, Inc. (the "Company") of his resignation as the Company's
President and Chief Executive Officer and as a member of the Board, effective as
of the close of business on December 10, 2021. Mr. Foti's resignation was not
because of any disagreement with the Company on any matter related to the
Company's operations, policies or practices.
On November 30, 2021, the Board appointed Jered Ruyle as interim President and
Chief Executive Officer of the Company, effective upon Mr. Foti's resignation.
Mr. Ruyle, 35, has served as an Executive Vice President of the Company since
January 2020, and previously served as a sales representative for the Company.
Mr. Ruyle has more than 14 years of experience in the packaged gas industry.
Prior to joining the Company, Mr. Ruyle held key positions with his family's
multi-generational business in the packaged gas industry. He has experience in
fill plant operations, management of logistics teams and sales teams, and was
the President of an independent packaged gas distributor. Mr. Ruyle obtained his
Bachelor's degree in Business administration from the University of Texas at
Tyler.
There are no family relationships between Mr. Ruyle and any of the Company's
directors or executive officers. There have been no related party transactions
involving Mr. Ruyle (or any of his immediate family members) required to be
disclosed pursuant to Item 404(a) of Regulation S-K, other than (i) Mr. Ruyle
and his father purchased an aggregate of 66,668 shares of common stock from the
Company in a private placement closing on June 4, 2021 for an aggregate purchase
price of $200,004, and (ii) following the Company's acquisition of the Ruyle
family's packaged gas business in 2018, Mr. Ruyle's father and brother have been
employed by the Company and several members of the Ruyle family directly or
indirectly lease properties to the Company. Mr. Ruyle will enter into the
Company's standard form of indemnification agreement. The Board has not yet made
a determination as to Mr. Ruyle's compensation for his service as the Company's
interim President and Chief Executive Officer.
Item 7.01 Regulation FD Disclosure.
On November 30, 2021, the Company issued a press release announcing the
executive transition disclosed under Item 5.02 above and providing an update
regarding its ongoing restatement process. 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
99.1 Press release dated November 30, 2021.
© Edgar Online, source Glimpses