Current Report Filing (8-k)
July 22 2020 - 6:01AM
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):
July
15, 2020
TAURIGA
SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Florida
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000-53723
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30-0791746
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
#)
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(IRS
Employer
Identification
Number)
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555
Madison Avenue, 5th 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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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[ ]
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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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[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, par value $0.00001 per share
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TAUG
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OTCQB
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information disclosed in Item 7.01 of this current report on Form 8-K are incorporated by reference in this Item 3.02.
On
July 20, 2020, the Company issued a press release announcing the appointment of Dr. Keith Aqua (“Dr. Aqua) as an independent
contractor to the position of Chief Medical Officer (“CMO”) effective immediately pursuant to the terms of a consulting
agreement (the “Agreement”) dated July 15, 2020. The Agreement carries a term of of12 months expiring on July 15,
2021. In his capacity, Dr. Aqua will help the Company progress in the development of the Company’s proposed pharmaceutical
grade version of Tauri-Gum™. In addition, Dr. Aqua will help establish a distribution network for the Company to market
its Tauri-Gum™ brand to a variety of physicians and medical practices in southern Florida. In consideration of the services
being provided by Dr. Aqua pursuant to the terms of the Agreement, the Company will issue Dr. Aqua (i) upon entry into the Agreement
750,000 shares of restricted common stock, (ii) 750,000 shares of restricted common stock which will be issued in equal monthly
instalments of 62,500 shares beginning August 15, 2020 and (iii) $4,000 cash per quarter during the term of the Agreement, payable
following the completion of each such quarter.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,
which is filed as exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The
information set forth in the press release attached hereto as Exhibit 99.1 is hereby furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall the
information in such press release filed an exhibit herewith be incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act.
Item
9.01
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Exhibits
Statements and Exhibits
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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:
July 21, 2020
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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