UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Commission
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
OTCQB |
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 22, 2021, Tauriga Sciences, Inc. (OTCQB stock symbol: TAUG, the “Company”) held a special meeting (the “Special Meeting”) of its shareholders. At the Special Meeting, there were 197,827,406 shares of common stock represented in person or by proxy of the 290,421,214 shares of common stock entitled to be cast, constituting a quorum. Of the shares of common stock cast, a majority of such shares needed to vote in favor of Proposal 1 to be approved were cast; and with respect to Proposal 2, a plurality of the shares needed to elect each of the director nominees set forth in the Proxy Statement were cast.
The matters voted on at the Special Meeting and the results of the respective votes were as follows:
Proposal 1. Approve an amendment to our Articles of Incorporation to (collectively, “Proposal 1”) to: (i) allow for consideration of the change of the name of our Company to Sublingual Technologies Inc.; (ii) to allow, including under the Florida Business Corporations Act Section 607.1002, action by our Board of Directors to affect a change in the name of our Company without shareholder approval; and (iii) to increase the total number of authorized shares of common stock, par value $.00001 per share (“Common Stock”) from 400,000,000 to 750,000,000 shares;.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
169,838,815 | 21,158,545 | 6,830,046 |
Proposal 2. Election as director of the following nominees as specified in the Proxy Statement (“Proposal 2”):
NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||
Seth M. Shaw | 119,948,084 | 8,353,509 | 2,535,070 | 66,990,743 | ||||||||||||
Thomas J. Graham | 123,273,157 | 4,671,508 | 2,891,998 | 66,990,743 | ||||||||||||
James V. Rosati | 123,396,516 | 4,166,475 | 3,273,672 | 66,990,743 | ||||||||||||
Chris Sferruzzo | 123,563,819 | 4,133,746 | 3,139,098 | 66,990,743 |
Proposal 3. The shareholders approved the proposal to adjourn the Special Meeting, if necessary, including to solicit additional proxies in the event that there were not sufficient votes to attain quorum or to approve any of the foregoing proposals.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||
183,374,051 | 10,193,613 | 4,259,742 |
Item 7.01 Regulation FD Disclosure.
On November 23, 2021, the Company issued a press release announcing the voting results of the special meeting of its shareholders. The press release is attached hereto as Exhibit 99.1.
The press release attached hereto as Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 9.01 Exhibits Statements and Exhibits
(d) Exhibits
Exhibit Number | Description | ||
99.1 | Press release, dated November 23, 2021 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Tauriga Sciences, Inc. | ||
Date: November 23, 2021 | By: | /s/ Seth M. Shaw |
Name: | Seth M. Shaw | |
Title: | Chief Executive Officer |