Current Report Filing (8-k)
November 13 2017 - 9:02AM
Edgar (US Regulatory)
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):
November
13, 2017 (November 9, 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)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement
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On
November 9, 2017 (the “Effective Date”), Tauriga Sciences, Inc. (the “Company”) entered into a Confidential
Settlement Agreement and Release (the “Settlement Agreement”) in connection with the case entitled Tauriga Sciences,
Inc. v. Cowan, Gunteski & Co., P.A., et al. (collectively, the “Defendants”) pending in the United States District
Court of the District of New Jersey, Civil Action No. 3:16-cv-06285 (the “Action”) to resolve all claims between the
parties in the Action for aggregate consideration of $2,050,000.
Also,
as part of the Settlement Agreement, Defendants agreed to release any and all claims against Tauriga. Upon receipt of the Settlement
Payment, Tauriga will dismiss the Action with prejudice. The settlement amount is being funded in its entirety by professional
liability insurance for the Defendants.
Tauriga
and the Defendants agreed to exchange general releases of all claims against the other as part of the Settlement Agreement, including
any potential derivative actions, and to avoid any future public comments on the Action, unless required by law.
The
Board of Directors of the Company believes it is in the best interest of the Company’s stockholders to enter into the Settlement
Agreement to avoid the continuing costs, inconvenience and significant uncertainty of litigation and any potential appeals, delay
and further costs that might follow, and allow the Company to move forward with its business plan.
Item
7.01
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Regulation
FD Disclosure
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On
November 10, 2017, the Company issued a press release regarding the information set forth in Item 1.01 above. 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
*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:
November 13, 2017
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TAURIGA
SCIENCES, INC.
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By:
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/s/
Seth M. Shaw
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Seth
M. Shaw
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Chief
Executive Officer
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