Current Report Filing (8-k)
January 18 2019 - 5:25PM
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):
January
14, 2019
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, 5
th
Floor
New
York, NY
(Address
of principal executive office)
Tel:
(917) 796-9926
(Registrant’s
telephone number)
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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 3.02
Unregistered Sales of Equity Securities.
The
Company, on January 14, 2019, announced that it has reached an agreement to extinguish the $75,000 contingent liability that
originated from its December 2016 sale (the “Sale”) of its interest in Pilus Energy LLC (“Pilus
Energy”) to Open Therapeutics LLC (“Open Therapeutics”). Set forth herein (for informational purposes only,
and not incorporation by reference herein) is the link to the Company’s December 2016 press release disclosing the
Sale:
http://www.marketwired.com/press-release/tauriga-sciences-inc-sells-majority-stake-pilus-energy-subsidiary-open-therapeutics-pinksheets-taug-2185449.htm.
Accordingly, this $75,000 contingent liability will be removed from the Company’s balance sheet during the
Company’s current fiscal quarter, and shall be reflected in the Company’s upcoming quarterly report to be filed
with the Securities and Exchange Commission. To extinguish this contingent liability, the Company agreed to a one-time
restricted stock issuance of 500,000 Company shares, payable to Open Therapeutics LLC.
Item 7.01
Regulation FD Disclosure.
The
information in Sections 7 and 9 of this Current Report on Form 8-K, including the information set forth in the Exhibit, is furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section. As such, this information shall not be incorporated
by reference into any of the Company’s reports or other filings made with the Securities and Exchange Commission.
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 9.01
Exhibits Statements and Exhibits
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:
January 18, 2019
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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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