SEC Comment Letter for Taronis Fuels, Inc. (CIK 0001778805) — Mar 25, 2021

Taronis Fuels, Inc. (CIK 0001778805)
Date: March 25, 2021 · CIK: 0001778805 · Accession: 0000000000-21-003611

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AI Filing Summary & Sentiment

Date

March 22, 2021

Author

Special Counsel

Form

UPLOAD

Company

Taronis Fuels, Inc. (CIK 0001778805)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE March 25 , 2021 Via E -Mail David R. Crandall, Esq. Hogan Lovells US LLP 1601 Wewatta Street, Suite 900 Denver, CO 80202

Re: Taronis Fuels, Inc. Definitive Additional Materials filed on Schedule 14A by Thomas Wetherald, Tobias Welo , Mary Pat Thompson, Sergey Vasnetsov and Andrew McCormick Filed March 22, 2021 File No. 000 -56101

Dear Mr . Crandall :

We have reviewed your filing and have the following comment s.

Definitive Additional Materials filed on Schedule 14A 1. Note that you must avoid issuing statements that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. P rovide us supplementally, or disclose, the factual foundation for the assertion s included below . In this regard, note that the factual foundation for each such assertion must be reasonable. Refer to Rule 14a -9.

 That the current board members “ extracted tr emendous cash from Taronis Fuels for their own benefit ” and the related statement that “ the incumbent directors were more than willing to take cash from the proceeds of these offerings, and other stock offerings, to pay themselves excessive cash salary and bonuses. ” If these are references to the fees paid for serving on the board and its committees, please revise to clearly state so.  “The incumbent Board has acted as if Taronis Fuels is their own personal fiefdom, with an utter disregard for all other shareholders. In essence, these men have ‘seized ’ a meaningful portion of the Company’s cash, despite having very little stock ownership, let alone paying a premium for any shares. ”  That “the incumbent Board has blatantly disregarded its core fiduciary duty to protect shareholders” and the related reference to the board being “derelict in these duties.”

David R. Crandall, Esq. Hogan Lovells US LLP March 25, 2021 Page 2

2. Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or bel ief. Support for opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Please provide support for your disclosure that the company has experienced “ seemingly endless dilution .”

Pleas e direct any questions to me at (202) 551 -3619.

Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

Show Raw Text

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 March 25 , 2021

Via E -Mail

David R. Crandall, Esq.
Hogan Lovells US LLP
1601 Wewatta Street, Suite 900
Denver, CO 80202

Re: Taronis Fuels, Inc.
  Definitive Additional Materials  filed on Schedule 14A  by Thomas
    Wetherald,  Tobias Welo , Mary Pat  Thompson, Sergey Vasnetsov
    and Andrew McCormick
Filed March 22, 2021
File No. 000 -56101

Dear Mr . Crandall :

We have reviewed your filing  and have the following comment s.

Definitive  Additional Materials filed on Schedule 14A
1. Note that you must avoid issuing statements that directly or indirectly impugn the
character, integrity or personal reputation or make charges of illegal, improper or
immoral conduct without factual foundation. P rovide us supplementally, or
disclose, the factual foundation for the assertion s included below . In this regard,
note that the factual foundation for each such assertion must be reasonable. Refer
to Rule 14a -9.

 That the current board members “ extracted tr emendous cash from Taronis  Fuels
for their own benefit ” and the related statement that “ the incumbent directors were
more than willing to take cash from the proceeds of  these offerings, and other
stock offerings, to pay themselves excessive cash salary and  bonuses. ” If these are
references to the fees paid for serving on the board and its committees, please
revise to clearly state so.
 “The incumbent Board has acted as if Taronis Fuels is their own personal
fiefdom, with an utter disregard for all other  shareholders. In essence, these men
have ‘seized ’ a meaningful portion of the Company’s cash, despite having very
little stock ownership, let alone paying a premium for any shares. ”
 That “the incumbent Board has blatantly disregarded its core fiduciary duty to
protect shareholders” and the related reference to the board being “derelict in
these duties.”

David R. Crandall, Esq.
Hogan Lovells US LLP
March 25, 2021
Page 2

 2. Each statement or assertion of opinion or belief must be clearly characterized as
such, and a reasonable factual basis must exist for each such opinion or bel ief.
Support for opinions or beliefs should be self -evident, disclosed in the proxy
statement or provided to the staff on a supplemental basis. Please provide support
for your disclosure that the company has experienced “ seemingly endless
dilution .”

Pleas e direct any questions to me at (202) 551 -3619.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

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