Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1.
|
Names of Reporting Persons.
Mitchell P. Kopin
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,081,995
|
7.
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Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,081,995
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,081,995 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
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Percent of Class Represented by Amount in Row (9)
5.3% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
IN; HC
|
1.
|
Names of Reporting Persons.
Daniel B. Asher
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,081,995
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,081,995
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,081,995 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.3% (see Item 4)
|
12.
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Type of Reporting Person (See Instructions)
IN; HC
|
1.
|
Names of Reporting Persons.
Intracoastal Capital LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,081,995
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,081,995
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,081,995 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.3% (see Item 4)
|
12.
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Type of Reporting Person (See Instructions)
OO
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Item 1.
(a) Name of Issuer
Taronis Technologies, Inc. (the
“
Issuer
”)
(b) Address of Issuer’s Principal
Executive Offices
11885 44th Street North
Clearwater, FL 33762
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none,
Residence
(c) Citizenship
This Schedule 13G is being filed
on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“
Mr. Kopin
”),
(ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“
Mr. Asher
”) and (iii)
Intracoastal Capital LLC, a Delaware limited liability company (“
Intracoastal
” and together with Mr. Kopin and
Mr. Asher, collectively the “
Reporting Persons
”).
The Reporting Persons have entered
into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit 1
, pursuant to which the
Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities
Exchange Act of 1934, as amended.
The principal business office of
Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The principal business office of
Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d) Title of Class of Securities
Common stock, $0.001 par value per share, of the Issuer
(the “
Common Stock
”).
(e) CUSIP Number
876214107
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4.
Ownership.
(a) and (b):
(i)
Immediately following the consummation of the underwritten public offering by the Issuer on February 12, 2019 (the
“
Offering
”) (as disclosed in the Form 424B4 prospectus filed by the Issuer with the Securities and
Exchange Commission on February 11, 2019), each of the Reporting Persons may have been deemed to have beneficial ownership of
1,400,000 shares of Common Stock held by Intracoastal, and all such shares of Common Stock in the aggregate represent
beneficial ownership of approximately 6.9% of the Common Stock, based on (1) 9,498,627 shares of Common Stock outstanding as
of February 5, 2019 as reported by the Issuer, plus (2) 10,800,000 shares of Common Stock shares of Common Stock that were
issued at the closing of the Offering. The foregoing excludes (I) 1,050,000 shares of Common Stock issuable upon exercise of
a warrant held by Intracoastal (“
Intracoastal Warrant 1
”) because Intracoastal Warrant 1 contains a
blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent
(but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the
holder’s affiliates, and any other persons acting as a group together with the holder or any of the
holder’s affiliates, of more than 4.99% of the Common Stock, (II) 272,500 shares of Common Stock issuable upon exercise
of a second warrant held by Intracoastal (“
Intracoastal Warrant 2
”) because Intracoastal Warrant 2
contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the
extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with
the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s
affiliates, of more than 4.99% of the Common Stock, and (III) 387,500 shares of Common Stock issuable upon exercise of a
third warrant held by Intracoastal (“
Intracoastal Warrant 3
”) because Intracoastal Warrant 3 contains a
blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent
(but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the
holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s
affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have
been deemed to have beneficial ownership of 3,110,000 shares of Common Stock.
(ii)
As of the close of business on February 15, 2019, each of the Reporting Persons may have been deemed to have beneficial
ownership of 1,081,995 shares of Common Stock held by Intracoastal
,
and all such
shares of Common Stock represented beneficial ownership of approximately 5.3% of the Common Stock, based on (1) 9,498,627
shares of Common Stock outstanding as of February 5, 2019 as reported by the Issuer, plus (2) 10,800,000 shares of Common
Stock shares of Common Stock that were issued at the closing of the Offering. The foregoing excludes (I) 1,050,000 shares of
Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision
under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the
extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s
affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more
than 4.99% of the Common Stock, (II) 272,500 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because
Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise
Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the
holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder
or any of the holder’s affiliates, of more than 4.99% of the Common Stock, and (III) 387,500 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the
holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such
exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any
other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the
Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have
beneficial ownership of 2,791,995 shares of Common Stock.
(c) Number of shares
as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote:
0
.
(ii) Shared power to vote or to direct the vote:
1,081,995
.
(iii) Sole power to dispose or to direct the disposition
of
0
.
(iv) Shared power to dispose or to direct the disposition
of
1,081,995
.
Item 5.
Ownership of Five Percent or Less of a Class
Not applicable.
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company
|
Not applicable.
Item 8.
Identification and Classification of Members of the Group
Not applicable.
Item 9.
Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 15, 2019
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Date: February 15, 2019
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|