Current Report Filing (8-k)
May 30 2019 - 7:37AM
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):
May
27, 2019
TAURIGA
SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Florida
|
|
000-53723
|
|
30-0791746
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
#)
|
|
(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:
[ ]
|
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))
|
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
|
Trading
Symbol
|
Name
of each exchange on which registered
|
Common
Stock, par value $0.0001 per share
|
TAUG
|
OTCQB
|
ITEM
1.02 Termination of a Material Definitive Agreement
On May 29, 2019, Tauriga Sciences,
Inc. (OTCQB stock symbol: TAUG, the “Company”) and Alternative Strategy Partners PTE Ltd. (“ASP”) consummated
the retirement of that certain $180,000 face value non-convertible bridge loan agreement (“ASP Loan Agreement”),
which had been entered into by the Company and ASP on September 23, 2015. As disclosed on the Company’s most recent
quarterly report on Form 10-Q (filed January 21, 2019), the ASP Loan Agreement matured in December 2015 and carried a liability
(principal and accrued interest) on the Company’s books of $113,468, which is now fully extinguished. The Company
is not paying any cash, not issuing any shares of Tauriga Sciences’ common stock, and not issuing any
warrants in connection with the termination of the ASP Loan Agreement.
Accordingly, this $113,468 liability has
been removed from the Company’s balance sheet; this will be reflected within the Company’s Quarterly SEC Filing for
its 1
st
Fiscal Quarter of 2020 (Period: April 1, 2019 – June 30, 2019).
By way of background, under the terms
of the ASP Loan Agreement, $90,000 (of the 180,000 principal loan) was to be wired by ASP directly to Eishin Co., Ltd. (“Eishin”),
a Japanese based consumer product firm, in exchange for an equity stake in Eishin by the Company; however, the remaining
$90,000 was never documented or evidenced as being sent, and the Company never received any shares of common or other class
of stock in Eishin, which formed the basis of the Company’s disputed balance with ASP.
In settlement of the aggregate sums claimed
to be owed by ASP under the ASP Loan Agreement, the Company agreed to transfer and assign to ASP all right, title
and interest it has or may have in securities of Eishin, and to do all things necessary to effect such transfer and assignment
under Japanese law upon ASP’s written request, which shall be at ASP’s sole reasonable expense. As a result,
the Company and ASP agreed and acknowledged that they shall have no debt, liability or any obligation between them
and that the ASP Loan Agreement is immediately retired (except with respect to the assignment and transfer of the Eishin
shares noted above).
Item
7.01 Regulation FD Disclosure.
The
Company has begun utilizing a new corporate presentation, a copy of which is attached hereto as Exhibit 99.1.
The
information in this Item 7.01 of this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, is being
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 Exhibit 99.1 filed herewith be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item
9.01 Financial Statements and Exhibits
.
(d)
Exhibits Index
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:
May 30, 2019
TAURIGA SCIENCES, INC.
|
|
|
|
|
By:
|
/s/
Seth M. Shaw
|
|
|
Seth
M. Shaw
|
|
|
Chief
Executive Officer
|
|
Tauriga Sciences (CE) (USOTC:TAUG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Tauriga Sciences (CE) (USOTC:TAUG)
Historical Stock Chart
From Apr 2023 to Apr 2024