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):
December 28, 2016 (December 22, 2016)
Commission File #: 000-53723
TAURIGA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
65-1102237
(IRS Employer Identification Number)
39 Old Ridgebury Road
Danbury, CT 06180
(Address of principal executive office)
Tel: (917) 796-9926
(Registrant’s telephone number)
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Item 1.01 Entry into Material Definitive Agreement
On December 22, 2016, Tauriga Science, Inc., a Florida corporation (the “Company”), entered in a Membership Interest Transfer Agreement (the “Transfer Agreement”) with Open Therapeutics, LLC, an Ohio limited liability company (“Open Therapeutics”), whereby the Company sold 80% of its membership interest in its wholly-owned subsidiary, Pilus Energy, LLC (“Pilus Energy”), to Open Therapeutics.
In consideration for this 80% interest, Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 28,917,647 shares of the Company’s common stock issued on January 28, 2014 and more fully described in the Form 8-K’s filed by the Company with the Securities Exchange Commission on November 27, 2013 and February 4, 2014. As such, 5,783,520 shares of common stock remain subject to such warrant. Open Therapeutics was previously known as both Bacterial Robotics, LLC and Microbial Robotics, LLC prior to its name change to Open Therapeutics on May 12, 2016.
Open Therapeutics also agreed Pilus Energy would pay to The Company 20% of the net profit generated from Pilus Energy, if any, for each calendar year (or portion thereof) beginning January 1, 2017 (“Profit Sharing Payment”). The Company’s Profit Sharing Payment will be calculated and paid once per calendar year for the preceding calendar year once Open Therapeutics’ financial statements for such preceding calendar year are finalized by its accountants. However, as part of the Transfer Agreement, the Company agreed that the first $75,000 owed to the Company under the Profit Sharing Payment shall be retained by Open Therapeutics unless other payment arrangements are reached. Additionally, Tauriga agreed it would vote its 20% membership interest in Pilus Energy in the same manner that Open Therapeutics votes its membership interest on all matters for which a member vote is required and/or advisable.
The foregoing description of the Transfer Agreement is qualified in its entirety by reference to the provisions of the form of the Transfer Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this Item 2.01.
Item 8.01 Other Events.
On December 27, 2016, the Company issued a press release announcing the execution of the Transfer Agreement (the “Initial Press Release”) and, on December 28, 2016, issued a press release correcting certain of the information contained in the Initial Press Release. Copies of both press releases are attached hereto as Exhibits 99.1 and 99.2, respectively.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 10.1* | Membership Interest Transfer Agreement dated December 22, 2016 between Tauriga Sciences, Inc. and Open Therapeutics, LLC. |
| 99.1* | Press release dated December 27, 2016. |
| 99.2* | Corrected press release dated December 28, 2016. |
*Filed herewith.
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.
Date: December 28, 2016
| TAURIGA SCIENCES, INC. | ||
| By: | /s/ Seth M. Shaw | |
| Seth M. Shaw | ||
| Chief Executive Officer | ||
MEMBRSHIP INTEREST TRANSFER AGREEMENT
THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (the “Agreement”) is made and entered into this 22nd day of December, 2016, by and between TAURIGA SCIENCES, INC., a Florida corporation (“Tauriga”), and OPEN THERAPEUTICS, LLC, an Ohio limited liability company (“OT”).
WHEREAS, Tauriga currently owns one hundred percent (100%) of the issued and outstanding membership interests of Pilus Energy, LLC (the “Company”); and
WHEREAS, Tauriga desires to transfer and convey eighty percent (80%) of its membership interest in the Company to OT and continue to retain twenty percent (20%) of its membership interest in the Company, and OT desires to accept such membership interest, pursuant to the terms and conditions hereof.
NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed:
1. Transfer of the Interest. On the date hereof, Tauriga shall transfer and convey eighty percent (80%) of its membership interest in Company (the “Interest”) to OT in exchange for the consideration set forth herein. Within thirty (30) calendar days of the date hereof, OT and Tauriga shall execute an amended and restated operating agreement of the Company (the “A&R Operating Agreement”) evidencing the transfer of the Interest and the admission of OT as a Member. The Company’s existing operating agreement shall be terminated as of the date hereof and superseded by the A&R Operating Agreement. In addition to industry standard provisions, OT and Tauriga agree and acknowledge the A&R Operating Agreement shall contain provisions regarding the (i) “Tauriga Profit Sharing Payment” (as defined in Section 3 below) and (ii) “Tauriga Drag-Along Obligation” (as defined in Section 4 below). Tauriga agrees and acknowledges any rights granted to it through this Agreement and the A&R Operating Agreement shall in no way grant it any rights of equity relating to OT.
2. Modification of Warrant. Pursuant to a warrant issued by Tauriga to OT dated as of January 28, 2014 (the “Warrant”), OT was granted the right to purchase shares of common stock in Tauriga (the “Warrant Shares”). In consideration for the Interest, OT agrees to release and terminate its right to purchase eighty percent (80%) of the Warrant Shares. For clarity, as of the date hereof, OT will continue to be entitled to purchase twenty percent (20%) of the Warrant Shares in accordance with the terms of the Warrant, and the Warrant will continue in full force and effect with respect to such reduced Warrant Shares.
3. Profit Sharing. As additional consideration for the Interest transfer, OT also agrees and covenants that the A&R Operating Agreement shall contained a provision substantially as follows:
(a) OT will cause twenty percent (20%) of the net profit generated from the Company, if any, for each calendar year (or portion thereof) beginning January 1, 2017, and continuing for so long as OT or any of its affiliates own membership interests of the Company (the “Tauriga Profit Sharing Payment”).
(b) The Tauriga Profit Sharing Payment will be calculated and paid once per calendar year for the preceding calendar year once the Company’s financial statements for such proceeding calendar year are finalized by the Company’s accountants; provided, however, in no event shall the Tauriga Profit Sharing Payment occur later than April 30th for each calendar year in which any payment is due.
(c) For purposes of this Agreement, “net profit” means the Company’s gross profit less its total operating expenses, including overhead, interest and taxes.
4. Drag-Along. As additional consideration for OT agreeing to the terms hereof, Tauriga also agrees and covenants that the A&R Operating Agreement shall contained a “drag-along” provision which shall require Tauriga for any transaction for which the consent of the members of the Company is required and/or advisable to vote the membership interests held by Tauriga in the same manner as OT elects to vote its membership interests so long as Tauriga continues to own membership interests of the Company (the “Tauriga Drag-Along Obligation”). Tauriga shall further agree and covenant that the A&R Operating Agreement shall contain provisions requiring Tauriga to execute and deliver any documents reasonably necessary to achieve the intent of the Tauriga Drag-Along Obligation.
5. Repayment of Tauriga Debt. Tauriga acknowledges and agrees that it owes the amount of Seventy Five Thousand Dollars ($75,000) to OT as of the date hereof (the “Tauriga Debt”), and that notwithstanding the requirements of Sections 3(a) and 3(b) above, OT shall be entitled to retain the first $75,000 of the Tauriga Profit Sharing Payments in repayment of the Tauriga Debt in the event it is still outstanding at the time of such payment. The parties also agree that Tauriga shall have the option to repay the Tauriga Debt in another manner within five (5) weeks of the date of this Agreement, as agreed to by Tauriga and OT.
6. Company IP. The parties hereto agree and acknowledge that the Company owns that certain U.S. Patent No. 8,354,267 (the “Patent”). Tauriga has notified OT that a maintenance payment is due with respect to the Patent which must be paid by January 13, 2017, or the Patent will risk abandonment.
7. Representations and Warranties of Tauriga. Tauriga makes the following representations and warranties to OT, each of which is true and correct on the date hereof and shall survive the closing of the transaction contemplated hereby:
(a) Tauriga owns the Interest, and will convey the Interest to OT, free and clear of any and all liens, claims, charges and encumbrances whatsoever, and (upon execution of this Agreement) the consummation of the transaction provided for herein will not violate any agreement or restriction to which Tauriga is bound or to which such Interest is subject.
(b) The execution, delivery and performance of this Agreement and the consummation by Tauriga of the transactions contemplated hereby and thereby, are within Tauriga’s power.
(c) This Agreement is a valid and binding obligation of Tauriga enforceable against Tauriga in accordance with its terms, subject to bankruptcy, insolvency, moratorium, and other laws affecting creditors’ rights generally.
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(d) The Company owns all rights, interests and title to and in all patents, trademarks, service marks, trade names, copyrights, trade secrets, and proprietary rights and processes related to the Company’s business (the “Company Intellectual Property”), free and clear of any liens and without any conflict with or infringement of the rights of others.
8. Intellectual Property Assignments. If necessary, Tauriga will promptly assign any rights it may have or acquire in the Company Intellectual Property to the Company pursuant to an instrument of assignment or as otherwise requested by the Company or OT.
9. Representations and Warranties of OT. OT makes the following representations and warranties to Tauriga, each of which is true and correct on the date hereof and shall survive the closing of the transactions contemplated hereby:
(a) The execution, delivery and performance of this Agreement and the consummation by OT of the transactions contemplated hereby are within OT’s power.
(b) This Agreement is a valid and binding obligation of OT enforceable against OT in accordance with its terms, subject to bankruptcy, insolvency, moratorium, and other laws affecting creditors’ rights generally.
(c) OT is acquiring the Interest for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, or with any present intention of distributing or selling the same; and OT has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. OT further represents that it has sufficient and adequate means to provide for its current needs and contingencies and has no need for liquidity with respect to its investment in the Company.
9 Successors and Assigns. This instrument will be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns.
10. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties, whether oral or written, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof, except as specifically set forth herein. No amendment, supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.
11. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
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12. Notices. Any notices pursuant to this Agreement shall be deemed properly given if sent by U.S. registered or certified mail, return receipt requested, or by overnight delivery service addressed as follows:
| To Tauriga: | Tauriga Sciences, Inc. Attn: Seth M. Shaw 39 Old Ridgebury Road, Suite C4 Danbury, CT 06180 | |
| To OT: | Open Therapeutics, LLC Attn: Jerome D. Hamilton, Chief Executive Officer P.O. Box 30085 Cincinnati, OH 45230 |
13. Assignment. This Agreement and the respective rights and obligations hereunder may not be assigned by either party hereto without the prior written consent of the other party.
14. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof. Both parties hereto agree that the state and federal courts in Hamilton County, Ohio shall have exclusive jurisdiction over all matters arising out of this Agreement, and that service of process in any such proceeding shall be effective if mailed to the respective addresses set forth herein. Both parties also agree that the venue provided above is the most convenient forum, and waive any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.
15. Jury Waiver. BOTH PARTIES HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY OF ANY MATTERS ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. BOTH PARTIES ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Membership Interest Transfer and Profit Sharing Agreement to be executed as of the date first written above.
| TAURIGA: | ||
| TAURIGA SCIENCES, INC. | ||
| By: | /s/ Seth M. Shaw | |
| Print Name: | ||
| Title: | ||
| OT: | ||
| OPEN THERAPEUTICS, LLC | ||
| By: | /s/ Jerome Hamilton | |
| Print Name: | ||
| Title: | ||
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Tauriga Sciences, Inc. Sells Majority Stake of Pilus Energy Subsidiary to Open Therapeutics LLC
December 27, 2016 -- New York, NY -- Tauriga Sciences, Inc. (OTC PINK CURRENT TIER: TAUG) ("Tauriga" or the “Company"), a company engaged in building businesses in the life sciences space, today announced that it has sold an 80% majority stake in its wholly-owned subsidiary, Pilus Energy LLC ("Pilus Energy"), to an Ohio-based company, Open Therapeutics LLC ("Open Therapeutics"). In consideration for this 80% interest, Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 77,303,529 shares of the Company’s common stock issued on January 28, 2014 and more fully described in the Form 8-K’s filed by the Company with the Securities Exchange Commission on November 27, 2013 and February 4, 2014. As such, only 15,460,706 shares of common stock remain subject to the warrant. Open Therapeutics was previously known as both Bacterial Robotics, LLC and Microbial Robotics, LLC prior to its name change to Open Therapeutics on May 12, 2016.
Open Therapeutics plans to continue the development of Pilus Energy's proprietary technology with the ultimate goal of commercialization. Open Therapeutics also agreed Pilus Energy would pay to Tauriga 20% of the net profit generated from Pilus Energy, if any, for each calendar year (or portion thereof) beginning January 1, 2017 ("Profit Sharing Payment"). The Tauriga Profit Sharing Payment will be calculated and paid once per calendar year for the preceding calendar year once Open Therapeutics' financial statements for such preceding calendar year are finalized by its accountants. However, Tauriga agreed that the first $75,000 owed to the Company under the Profit Sharing Payment shall be retained by Open Therapeutics unless other payment arrangements are reached.
Tauriga's CEO Seth M. Shaw expressed, "The Company is pleased to have reached this agreement with Open Therapeutics to potentially retain some long term value for its shareholders should Pilus Energy ultimately be successful in commercializing its technology. Open Therapeutics' CEO, Mr. Jerome Hamilton, has a vision to continue the commercialization process for Pilus Energy. Tauriga's management intends to be both cooperative and helpful in those mutually beneficial efforts. Lastly and as previously disclosed, the Company believes the actions of Cowan Gunteski significantly damaged Tauriga's efforts to create shareholder value with respect to Pilus Energy. The Company expects to assert such damages in its ongoing litigation against Cowan Gunteski."
ABOUT TAURIGA SCIENCES, INC.
Tauirga Sciences, Inc. (OTC PINK CURRENT TIER: TAUG) is a fully reporting life sciences company engaged in the development, marketing, distribution and potential licensing of a broad array of products and technologies that may help individuals who are affected by muscle tension. The Company has already identified potential products and technologies of interest and is actively working towards the goal of creating an innovative product line to launch the business activities of ColluMauxil Therapeutics LLC (The Company's previously announced new planned wholly owned subsidiary). The Company believes that one of its most important strengths is its access to and relationships with potentially substantial distribution systems and networks. The Company intends to capitalize on distribution opportunities and will continually update shareholders on such developments. The Company is also prosecuting its ongoing malpractice lawsuit against its predecessor audit firm, for which it's seeking monetary damages in excess of $4,000,000 USD.
ABOUT OPEN THERAPEUTICS™ LLC
Open Therapeutics™ is a seven-year-old company that curates and develops open medical, biopharma, and synthetic biology-based biotechnologies. Among the technologies being freely opened to the global community are essential proteins for developing antibiotic and anticancer therapeutics, immunotherapy and oncolytics, and biomarker inducers. The Company is headquartered in Cincinnati, Ohio with laboratory operations in Covington, Kentucky, USA, and Madrid, Spain via its strategic partner, Bacmine SL (www.bacmine.com). For additional information, please visit Open Therapeutics’ website at http://opentherapeutics.org/about-us/.
NON SOLICITATION:
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any securities offered or issued in connection with the above-referenced merger and/or investment have not been registered, and will be offered pursuant to an exemption from registration.
DISCLAIMERS:
This press release contains information about Open Therapeutics, its business, products and other information contained on Open Therapeutics' website. Tauriga is not responsible for this information, the accuracy of it, or the content of the information on Open Therapeutics' website.
Forward-Looking Statements: Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation: expectations, expects, anticipates, believes, hopes, beliefs, plans and objectives regarding the development, use and marketability of products as well as the attainment of certain corporate goals and milestones (i.e. SEC Periodic Filings, Filing of Proxies, etc). Such forward-looking statements are based on present circumstances and on Tauriga's predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which Tauriga has little or no control. Such forward-looking statements are made only as of the date of this release, and Tauriga assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by Tauriga with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.
Contact:
Tauriga Sciences, Inc.
Mr. Seth Shaw
Chief Executive Officer
Tel: 1-917-796-9926
Email: sshaw@tauriga.com
SOURCE: Tauriga Sciences, Inc.
Corrected Press Release: Tauriga Sciences, Inc. Sells Majority Stake of Pilus Energy Subsidiary to Open Therapeutics LLC
December 28, 2016 — New York, NY — Tauriga Sciences, Inc. (OTC PINK CURRENT TIER: TAUG) (“Tauriga” or the “Company”), a company engaged in building businesses in the life sciences space, today announced it is issuing a material correction to its press release dated December 27, 2016 which was titled “Tauriga Science Inc. Sells Majority Stake of Pilus Energy Subsidiary to Open Therapeutics, LLC” (the “Initial Press Release”) due to inaccurate numbers relating to the warrants described therein. Specifically, and as defined below, Open Therapeutics directly owned warrants to purchase 28,917,647 shares of the Company’s common stock rather than 77,303,529. As such, only 23,134,118 warrants rather than 61,842,119 warrants were cancelled as part of the transaction. Accordingly, the number of warrants held directly by Open Therapeutics to purchase shares of the Company’s stock is 5,783,520; which is less than the 15,406,706 warrants previously mentioned in the Initial Press Release. The error was a result of the Company including certain warrants issued directly to equity holders of Pilus Energy rather than only the warrants issued to Open Therapeutics. The Initial Press Release is replaced in its entirety as set forth below:
Tauriga Sciences, Inc. (OTC PINK CURRENT TIER: TAUG) (“Tauriga” or the “Company”), a company engaged in building businesses in the life sciences space, today announced that it has sold an 80% majority stake in its wholly-owned subsidiary, Pilus Energy LLC (“Pilus Energy”), to an Ohio-based company, Open Therapeutics LLC (“Open Therapeutics”). In consideration for this 80% interest, Open Therapeutics agreed to terminate and cancel 80% of the unexercised portion of the warrant to purchase 28,917,647 shares of the Company’s common stock issued on January 28, 2014 and more fully described in the Form 8-K’s filed by the Company with the Securities Exchange Commission on November 27, 2013 and February 4, 2014. As such, only 5,783,520 shares of common stock remain subject to the warrant. Open Therapeutics was previously known as both Bacterial Robotics, LLC and Microbial Robotics, LLC prior to its name change to Open Therapeutics on May 12, 2016.
Open Therapeutics plans to continue the development of Pilus Energy’s proprietary technology with the ultimate goal of commercialization. Open Therapeutics also agreed Pilus Energy would pay to Tauriga 20% of the net profit generated from Pilus Energy, if any, for each calendar year (or portion thereof) beginning January 1, 2017 (“Profit Sharing Payment”). The Tauriga Profit Sharing Payment will be calculated and paid once per calendar year for the preceding calendar year once Open Therapeutics’ financial statements for such preceding calendar year are finalized by its accountants. However, Tauriga agreed that the first $75,000 owed to the Company under the Profit Sharing Payment shall be retained by Open Therapeutics unless other payment arrangements are reached.
Tauriga’s CEO Seth M. Shaw expressed, “The Company is pleased to have reached this agreement with Open Therapeutics to potentially retain some long term value for its shareholders should Pilus Energy ultimately be successful in commercializing its technology. Open Therapeutics’ CEO, Mr. Jerome Hamilton, has a vision to continue the commercialization process for Pilus Energy. Tauriga’s management intends to be both cooperative and helpful in those mutually beneficial efforts. Lastly and as previously disclosed, the Company believes the actions of Cowan Gunteski significantly damaged Tauriga’s efforts to create shareholder value with respect to Pilus Energy. The Company expects to assert such damages in its ongoing litigation against Cowan Gunteski.”
ABOUT TAURIGA SCIENCES, INC.
Tauirga Sciences, Inc. (OTC PINK CURRENT TIER: TAUG) is a fully reporting life sciences company engaged in the development, marketing, distribution and potential licensing of a broad array of products and technologies that may help individuals who are affected by muscle tension. The Company has already identified potential products and technologies of interest and is actively working towards the goal of creating an innovative product line to launch the business activities of ColluMauxil Therapeutics LLC (The Company’s previously announced new planned wholly owned subsidiary). The Company believes that one of its most important strengths is its access to and relationships with potentially substantial distribution systems and networks. The Company intends to capitalize on distribution opportunities and will continually update shareholders on such developments. The Company is also prosecuting its ongoing malpractice lawsuit against its predecessor audit firm, for which it’s seeking monetary damages in excess of $4,000,000 USD.
ABOUT OPEN THERAPEUTICS™ LLC
Open Therapeutics™ is a seven-year-old company that curates and develops open medical, biopharma, and synthetic biology-based biotechnologies. Among the technologies being freely opened to the global community are essential proteins for developing antibiotic and anticancer therapeutics, immunotherapy and oncolytics, and biomarker inducers. The Company is headquartered in Cincinnati, Ohio with laboratory operations in Covington, Kentucky, USA, and Madrid, Spain via its strategic partner, Bacmine SL (www.bacmine.com). For additional information, please visit Open Therapeutics’ website at http://opentherapeutics.org/about-us/.
NON SOLICITATION:
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. Any securities offered or issued in connection with the above-referenced merger and/or investment have not been registered, and will be offered pursuant to an exemption from registration.
DISCLAIMERS:
This press release contains information about Open Therapeutics, its business, products and other information contained on Open Therapeutics’ website. Tauriga is not responsible for this information, the accuracy of it, or the content of the information on Open Therapeutics’ website.
Forward-Looking Statements: Except for statements of historical fact, this news release contains certain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, including, without limitation: expectations, expects, anticipates, believes, hopes, beliefs, plans and objectives regarding the development, use and marketability of products as well as the attainment of certain corporate goals and milestones (i.e. SEC Periodic Filings, Filing of Proxies, etc). Such forward-looking statements are based on present circumstances and on Tauriga’s predictions with respect to events that have not occurred, that may not occur, or that may occur with different consequences and timing than those now assumed or anticipated. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, and are not guarantees of future performance or results and involve risks and uncertainties that could cause actual events or results to differ materially from the events or results expressed or implied by such forward-looking statements. Such factors include general economic and business conditions, the ability to successfully develop and market products, consumer and business consumption habits, the ability to fund operations and other factors over which Tauriga has little or no control. Such forward-looking statements are made only as of the date of this release, and Tauriga assumes no obligation to update forward-looking statements to reflect subsequent events or circumstances. Readers should not place undue reliance on these forward-looking statements. Risks, uncertainties and other factors are discussed in documents filed from time to time by Tauriga with the Securities and Exchange Commission. This press release does not and shall not constitute an offer to sell or the solicitation of any offer to buy any of the securities, nor shall there be any sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Securities Act and applicable state securities laws.
Contact:
Tauriga Sciences, Inc.
Mr. Seth Shaw
Chief Executive Officer
Tel: 1-917-796-9926
Email: sshaw@tauriga.com
SOURCE: Tauriga Sciences, Inc.