8-K 1 form8-k.htm






Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):


June 16, 2017 (June 15, 2017)


Commission File #: 000-53723



(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)



(IRS Employer Identification Number)


39 Old Ridgebury Road

Danbury, Connecticut 06180

(Address of principal US executive offices)


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 a Material Definitive Agreement


On June 15, 2017, Tauriga Sciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Seth M. Shaw, the Company’s Chief Executive Officer and member of the Board of Directors, for the sale of 76,000,000 shares of the Company’s Common Stock for aggregate gross proceeds to the Company of $95,000, or a per share purchase price of $0.00125. The proceeds from the Purchase Agreement will be used for working capital purposes. The terms of the Purchase Agreement were approved by the independent members of the Company’s Board of Directors. The shares of Common Stock will only be issued to Mr. Shaw if the Company is able to increase its authorized Common Stock from 2.5 billion to 7.5 billion shares.


The foregoing description of the Purchase Agreement by the Company does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement (including the exhibits thereto) and which is attached as Exhibits 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


The shares of Common Stock will be issued in reliance upon an exemption from registration provided by Regulation D and/or Section 4(2) of the Securities Act since no general solicitation or advertising was conducted by us in connection with the offering of the shares, all shares to be purchased in the offering will be “restricted securities” in accordance with Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) and Mr. Shaw is “accredited” as defined under the Securities Act. This Current Report on Form 8-K is not and shall not be deemed to be an offer to sell or the solicitation of an offer to buy Common Stock.


Item 3.02 Unregistered Sales of Equity Securities


Reference is made to the disclosure under Item 1.01 of this Current Report on Form 8-K, which is incorporated in this Item 3.02 by reference.


Item 7.01 Regulation FD Disclosure


On June 15, 2017, the Company issued a press release announcing the terms of the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits


Exhibit No.   Description of Exhibit
10.1*   Securities Purchase Agreement dated June 15, 2017 between the Company and Seth M. Shaw.
99.1*   Press release issued on June 15, 2017.



*filed herewith






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: June 16, 2017 By: /s/ Seth M. Shaw
    Seth M. Shaw
    Chief Executive Officer