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 19, 2017
Commission File #: 000-53723
TAURIGA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
30-0791746
(IRS Employer Identification Number)
555 Madison Avenue, 5th Floor
New York, NY
(Address of principal executive office)
Tel: (917) 796-9926
(Registrant’s telephone number)
39 Old Ridgebury Road
Danbury, CT 06180
(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:
| [ ] | 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 7.01 | Completion of Acquisition or Disposition of Assets |
On December 19, 2017, Tauriga Sciences, Inc. (the “Company”) reached an agreement with E3 Consulting Inc., an Englewood, CO based business (“E3”) to settle an existing Company balance sheet liability of $177,883.71 to E3 for a one-time cash payment of $15,000 and a one-time issuance of 5,000,000 shares of Common Stock of the Company, which are restricted securities as defined by the Securities Act of 1933, as amended. This liability dated back to a consulting agreement entered into by the Company’s predecessor (Novo Energies Corp.) with E3 in 2010.
This liability has been maintained in accounts payable on the Company’s balance sheet. Accordingly, as a result of the above-referenced settlement, the Company expects that this liability will be removed from its balance sheet by or before December 31, 2017 (the final date of its 3rd Fiscal Quarter of 2017).
The press release announcing the settlement of the above-described liability is furnished as Exhibit 99.1 to this current report on Form 8-K.
| Item 8.01 | Other Events |
On December 15, 2017, the Company engaged the national law firm of Nixon Peabody LLP in New York to provide legal services to the Company in connection with its SEC filing obligations and securities related matters.
| Item 9.01 | Exhibits Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number | Description | ||
| 99.1 | Press Release, dated December 22, 2017 |
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 22, 2017
| TAURIGA SCIENCES, INC. | ||
| By: | /s/ Seth M. Shaw | |
| Seth M. Shaw | ||
| Chief Executive Officer | ||
Tauriga Sciences, Inc. Extinguishes its Largest Remaining Balance Sheet Liability for One Time Cash Payment of $15,000 and One Time Issuance of 5,000,000 Restricted Shares; Liability Dated Back to the Years 2010/2011 and Totaled $177,883.71
NEW YORK, NY—(Marketwired - Dec 22, 2017) - Tauriga Sciences, Inc. (OTC PINK: TAUG) (“Tauriga” or the “Company”), engaged in building business through the development, distribution, and licensing of proprietary products as well as the evaluation of potential acquisition opportunities/equity investments, today announced the Settlement of its largest remaining balance sheet liability for a one-time cash payment of $15,000 and a one-time restricted share issuance of 5,000,000 TAUG shares (the shares of common stock issued under the Settlement will be “restricted securities” as defined by the Securities Act of 1933, as amended). This liability dated back to the Years 2010/2011 (maintained on the Company’s books as an Accounts Payable), when the legal predecessor of the Company operated under the name: Novo Energies Corp.
This Accounts Payable liability totaled $177,883.71 (as of December 19, 2017) and the creditor was a U.S. based Environmental Engineering firm. After an extensive period of negotiations, the Parties agreed to the above-referenced Settlement terms on December 19, 2017. Accordingly, Tauriga expects that this liability will be removed from the Company’s balance sheet before December 31, 2017 (the final date of its 3rd Fiscal Quarter of 2018).
Tauriga’s Chief Executive Officer, Seth M. Shaw expressed, “The Company has worked with a great sense of urgency and determination to both strengthen and improve its balance sheet. Management is pleased to confirm to its shareholders that the progress realized, over the past 2 months, has been outstanding. The most important corporate goals are to restore and create long term shareholder value for our many shareholders who have persevered a difficult past few years.”
ABOUT TAURIGA SCIENCES, INC.
Tauriga Sciences, Inc. (OTC PINK: TAUG) is engaged in building business through the development, distribution, and licensing of proprietary products as well as the evaluation of potential acquisition opportunities/equity investments. The Company is presently focused on its upcoming contemplated launch of a Cupacu Butter based lip balm product branded under the name: Herman. 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. Please visit the Corporate Website at www.tauriga.com
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.
DISCLAIMER:
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 consummate successful acquisition and licensing transactions 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.
CONTACT INFORMATION
Tauriga Sciences Inc.
555 Madison Avenue, 5th Floor
New York, NY 10022
Chief Executive Officer
Mr. Seth M. Shaw
Email: sshaw@tauriga.com
cell # (917) 796 9926
www.tauriga.com