UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 24, 2021

TARONIS FUELS, INC.

(Exact name of registrant as specified in its charter)

24980 N. 83^rd Avenue, Suite 100

Peoria, AZ 85383

(Address of principal executive offices) (Zip Code)

(866) 370-3835

Registrant’s telephone number, including area code:

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 1.01. Entry into a Material Definitive Agreement.

On March 24, 2021 Taronis Fuels, Inc. (the “Company”) entered into a promissory note (the “Note”) in the principal amount of $2,000,000 (the “PPP Loan”) in favor of MidFirst Bank (the “Lender”) pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), administered by the U.S. Small Business Administration (“SBA”). The PPP Loan matures on March 24, 2026 and bears interest at a rate of 1.0% per annum. All or a portion of the PPP Loan amount may be prepaid by the Company at any time prior to maturity with no prepayment penalties.

The PPP Loan is unsecured and is a non-recourse obligation. The Note provides for customary events of default and the PPP Loan may be accelerated upon the occurrence of an event of default. Upon an event of default, the interest rate will be automatically increased by 6%.

The CARES Act (including the guidance issued by SBA and U.S. Department of Treasury related thereto) provides that all or a portion of the PPP Loan may be forgiven upon the request of the Company to the Lender, subject to requirements in the Note and the CARES Act. If the Company does not apply for forgiveness on or before July 8, 2021, no principal or interest will be due on the PPP Loan until the first business day after July 8, 2021. The Company intends to use the entire PPP Loan amount for qualifying expenses, though no assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part.

The foregoing description of the terms Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, a copy of which is filed hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.

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

To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.