Current Report Filing (8-k)

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):

October 24, 2014

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)

39 Old Ridgebury Road

Danbury, Connecticut 06180

(Address of principal US executive offices)

Tel: (858) 353-5749

(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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On October 24, 2014, Michael J. Brennan, M.D., Ph.D. was appointed as a member of the Board of Directors (the “Board”) of Tauriga Sciences, Inc. (the “Company”). On October 27, 2014, Dr. Brennan was also appointed to serve as member of the Compensation Committee of the Board.

Dr. Brennan currently serves as the Managing Director of Pearl Street Venture Funds, a venture capital firm, a position he has held since 2006. From December 2003 until December 2005, Dr. Brennan was a Managing Director of Coastview Capital, a venture capital firm focused exclusively on life science investments. From September 2000 until April 2003, Dr. Brennan was a General Partner of Oxford Biosciences Partners, a venture capital firm specializing in the financing of early stage healthcare companies. From 1996 until 2000, Dr. Brennan served as the Chief Executive Officer and member of the Board of Directors of Gene Logic Inc., a publicly traded company. Dr. Brennan received a Ph.D. in neurobiology and an M.D. from the University of Witwatersrand, Johannesburg, South Africa.

Family Relationships

There are no family relationships between any of the Company’s directors or officers and Dr. Brennan.

Related Party Transactions

There are no related party transactions with respect to Dr. Brennan reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Compensatory Arrangements

On October 24, 2014, Dr. Brennan was granted 1,000,000 shares of the Company’s common stock, par value $0.001. All such shares are “restricted securities” as such term is defined by the Securities Act of 1933, as amended. The Company has not entered into any other compensatory agreements or plan with Dr. Brennan.

ITEM 9.01 Financial Statements and Exhibits

Exhibit No.		Description of Exhibit

99.1*		Press release issued on October 30, 2014

*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.

	TAURIGA SCIENCES, INC.

Date: October 30, 2014	By:	/s/ Stella M. Sung
		Stella M. Sung
		Chief Executive Officer

Tauriga Sciences Inc. Appoints Michael J. Brennan, M.D., Ph.D. to its Board of Directors

Los Angeles, CA — (October 30, 2014) Tauriga Sciences, Inc. (OTCQB: TAUG) or (“Tauriga” or “the Company”), a diversified life sciences company with interests in the natural wellness sector and in developing a proprietary synthetic biology platform technology, announced the appointment of Michael J. Brennan, M.D., Ph.D. to its Board of Directors. Dr. Michael Brennan was previously President and Chief Executive Officer of Gene Logic, a NASDAQ-listed company. During Dr. Brennan’s time at Gene Logic, he built the company from a start-up to a public company that achieved a market capitalization of over $5 billion. Dr. Brennan has previous experience in the biopharmaceutical industry, where he has served as Vice President, Business Development for Boehringer Mannheim Therapeutics. Dr. Brennan brings operating experience, technical and industry knowledge, and a thorough understanding of the NASDAQ market to the Tauriga Board of Directors.

Tauriga’s Chairman and CEO Dr. Stella M. Sung stated, “Dr. Michael Brennan is an important addition to our Board of Directors at this time, as we begin to generate revenues from our natural wellness business and grow our company to its next stage of evolution. Dr. Brennan built a raw startup into a leading genomics company during the genomics revolution. His skills and firsthand experience in building companies to seize new market opportunities are directly transferrable to the emerging medical marijuana and natural wellness sector as well as to the “wastewater to value” industry.”

Dr. Michael Brennan commented, “It is an honor to work with an emerging life sciences company such as Tauriga Sciences. As a trained neurologist, I believe in the scientific and clinical rationale for Tauriga’s natural wellness line, which includes topical cannabis creams as well as natural, amino acid-based dietary supplements. I am excited about establishing and growing the customer base for Tauriga’s consumer product line. I am also enthusiastic about commercializing Tauriga’s synthetic biology platform for remediating wastewater and generating energy in the process. Tauriga has great prospects, and it will be truly rewarding to help Dr. Sung and her highly talented management team take the company to the next stage by focusing on strong fundamentals and on rapid revenue growth.”

Dr. Brennan will have an immediate impact on the Tauriga’s natural wellness business, which has recently launched and has begun to generate revenues. Tauriga’s “Cannabis Complements” is a line of non-cannabis containing dietary supplements. These dietary supplements target cannabis-related effects, such as anxiety, memory and cognitive function, and appetite control. These supplements do not contain cannabis and can be sold nationwide to further build the Tauriga brand, especially in the 23 states where medicinal marijuana is legal. Among the current products are: “Satietiva,” a natural appetite suppressant; “IndiCalm,” a natural relaxant and anxioytic; and “ClearNaze,” a natural, non-stimulant, non-drowsy decongestant.

In addition to his leadership position at GeneLogic, Dr. Brennan has served as a General Partner or Managing Director of several life science venture funds. Dr. Brennan received a B.S. in Biochemistry, a Ph.D. in neurobiology and a M.D. from the University of Witwatersrand, Johannesburg, South Africa. He has seventy six publications in medical and scientific journals and textbooks.

About Tauriga Sciences, Inc.:

Tauriga Sciences, Inc. (TAUG) is a diversified life sciences company focused on generating profitable revenues in the natural wellness sector and in developing a proprietary synthetic biology platform technology. The mission of the Company is to acquire and build a diversified portfolio of cutting edge technology assets that is capital efficient and of significant value to the shareholders. The Company’s business model includes the acquisition of licenses, equity stakes, rights on both an exclusive and non-exclusive basis, and entire businesses. Management is firmly committed to building lasting shareholder value in the short, intermediate, and long terms. Please visit the Company’s 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, beliefs, plans and objectives regarding the development, use and marketability of products. Such forward-looking statements are based on present circumstances and on TAUG’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 TAUG has little or no control. Such forward-looking statements are made only as of the date of this release, and TAUG 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 TAUG 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.:
Dr. Stella M. Sung,
Chairman and Chief Executive Officer
Tauriga Sciences, Inc.
www.tauriga.com
San Diego: + 1-858-353-5749
Montreal: + 1-514-840-3697
Email: ssung@tauriga.com