UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registration [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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Definitive
Additional Materials
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[ ]
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Soliciting
Material Pursuant to §240.14a-12
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TAURIGA
SCIENCES, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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Party:
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TAURIGA
SCIENCES, INC.
555
Madison Avenue, 5
th
Floor
New
York, New York 10022
August
16, 2019
Dear
Shareholder:
You
are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of Tauriga Sciences, Inc.,
a Florida corporation (the “Company”) to be held at 9:00 a.m., Eastern Time, on September 10, 2019, at 555 Madison
Avenue, 5th Floor, New York, NY 10022. For your convenience, you may also attend the Special Meeting online at www.virtualshareholdermeeting.com/TAUG2019SM.
For further instructions on how to participate in the meeting online, please see information set forth in the accompanying Proxy
Statement.
Matters
to be presented for action at the Special Meeting include a proposal to increase the total number of authorized shares of common
stock, par value $.00001 per share (“Common Stock”) from 100,000,000 to 400,000,000 shares (“Proposal 1”)
and a proposal to approve the adjournment of the Special Meeting to solicit additional proxies if there are insufficient shares
represented at the Special Meeting to achieve quorum or to approve Proposal 1.
Reasons
for the Proposed Share Increase: From time to time, we rely on our equity capital to raise funds, hire employees, consultants
or advisors, to potentially acquire businesses that will enhance our current activities, to reserve sufficient shares for the
conversion or exercise of issued securities and to retain flexibility to respond to current and future business needs and opportunities
as they arise. We currently have 2,754,326 shares of Common Stock available under our Articles of Incorporation based on the number
of shares of our Common Stock currently issued and outstanding (75,895,090) and the shares of Common Stock reserved under contractual
agreements (21,350,584)
1
. In addition, we are party to an outstanding debt instrument convertible into shares of Common
Stock pursuant to which we are currently required to reserve an aggregate of 1,000,000 shares of our Common Stock, which increases
to 15,000,000 shares within 75 days from the date of the note, which is July 22, 2019, until such time as an amendment to our
Article of Incorporation is approved by you, our shareholders, and our amended charter is promptly filed with the Florida Secretary
of State to effectuate the charter amendment.
Our
board of directors believes that having such additional authorized shares of common stock available for issuance in the future
will give us greater flexibility and may allow such shares to be issued without the expense and delay of additional shareholders’
meetings unless such approval is expressly required by applicable law. Although such issuance of additional shares with respect
to financings and potential acquisitions would dilute existing shareholders, management believes that such transactions would
increase the overall value of the Company to its shareholders.
This
is a crucial issue for the Company, and as such, it is important that you sign, date and return your proxy as instructed on the
enclosed proxy card. If you are a shareholder of record and attend the Special Meeting in person, you may revoke your proxy and
vote at the Special Meeting if you wish.
Sincerely,
Seth
M. Shaw,
Chief
Executive Officer
and
Member of the Board of Directors
If
you have any questions or require any assistance in voting your shares, please call us at 800-690-6903
1
Total reflects the inclusion of a 1,000,000 share reserve under the terms of the convertible note entered into by the company
on July 22, 2019.
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
TO
BE HELD ON SEPTEMBER 10, 2019
To
the shareholders of Tauriga Sciences, Inc.:
You
are cordially invited to attend a special meeting of shareholders (the “Special Meeting”) of Tauriga Sciences, Inc.,
a Florida corporation (the “Company”) to be held at 555 Madison Avenue, 5
th
Floor, New York, New York 10022
on September 10, 2019 at 9:00 A.M., Eastern Standard Time. For your convenience, you may also attend the Special Meeting online
at www.virtualshareholdermeeting.com/TAUG2019SM. For further instructions on how to participate online, please see information
set forth in the accompanying Proxy Statement.
The
Special Meeting will be held for the following purposes:
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1.
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To
approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Common
Stock of the Company from 100,000,000 shares to 400,000,000 shares (“Proposal 1”); and
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2.
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To
approve any adjournments or postponements thereof to solicit additional proxies if there are insufficient votes cast to attain
quorum or approval of Proposal 1, and to consider and transact such other business as may properly come before the meeting.
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The
above-referenced proposals, taken together are collectively referred to herein as the “Proposals”. This is an important
issue for the Company and, as such, whether or not you attend the Special Meeting, we encourage you to vote your shares as soon
as possible. Please sign, date, and return your proxy, or submit your proxy by telephone or Internet, as instructed on the enclosed
proxy card.
The
Board of Directors unanimously recommends that you vote FOR Approval of the above-referenced Proposals.
Only
shareholders of record at the close of business on July 29, 2019 are entitled to receive notice of and to vote at the Special
Meeting or any adjournments or postponements thereof.
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By Order of the Board of Directors,
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Seth M. Shaw,
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Chief Executive Officer
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and Member of the Board of Directors
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August
16, 2019
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER’
MEETING TO BE HELD ON SEPTEMBER 10, 2019:
The
proxy statement for the Special Meeting is available at www.tauriga.com.
You
may also request hard copies of these documents free of charge by writing to:
Tauriga
Sciences, Inc.
555
Madison Avenue, 5th Floor
New
York, New York 10022
Attention:
Corporate Secretary
TAURIGA
SCIENCES, INC.
PROXY
STATEMENT
SPECIAL
MEETING OF SHAREHOLDERS
INFORMATION
ABOUT THE SPECIAL MEETING
This
proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”)
of Tauriga Sciences, Inc, a Florida corporation (the “Company”), to be voted at a special meeting of shareholders
to be held on September 10, 2019 at 9:00 a.m., Eastern Standard Time, at 555 Madison Avenue, New York, New York 10022 or as attended
via www.virtualshareholdermeeting.com/TAUG2019SM (the “Special Meeting”), and any postponements or adjournments thereof.
This proxy statement and accompanying form of proxy were first mailed to shareholders on or about August 16, 2019.
INFORMATION
ABOUT SOLICITATION AND VOTING
The
cost of the solicitation of proxies will be borne by the Company. Solicitation may also be made by the officers, directors, employees
or consultants of the Company in person, by telephone or otherwise without additional compensation for such services.
All
shareholders may view and print the Proxy Statement at www.proxyvote.com. The Proxy Statement is also available on the Company’s
website at www.tauriga.com.
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The
Special Meeting is being held to consider and vote on the following matters:
1.
Approval of a proposal to amend the Company’s Articles of Incorporation to increase the total number of authorized shares
of our Common Stock, par value $.00001 per share (“Common Stock”) from 100,000,000 to 400,000,000 shares (“Proposal
1”);
2.
Approval of a proposal for the adjournment of the Special Meeting to permit the Company to solicit additional proxies, if there
are insufficient proxies at the Special Meeting to attain quorum or approval of Proposal 1.
The
Board of Directors recommends that you vote for
FOR
the foregoing Proposals.
WHERE
WILL THE SPECIAL MEETING BE HELD?
For
your convenience, you may attend the Special Meeting either online at www.virtualshareholdermeeting.com/TAUG2019SM or in person
at 555 Madison Avenue, 5
th
Floor, New York, New York 10022.
WHAT
ITEMS WILL BE VOTED UPON AT THE SPECIAL MEETING?
At
the Special Meeting and any adjournment or adjournments of the Special Meeting, the Company’s shareholders will be asked
to consider and act upon (1) a proposal to change the number of authorized shares of Common Stock of the Company to 400,000,000,
and (2) any adjournment of the Special Meeting to permit the Company to solicit additional proxies if there are insufficient proxies
at the Special Meeting to attain quorum or approval of Proposal 1.
WHO
CAN VOTE?
Only
holders of record of the Company’s Common Stock at the close of business on July 29, 2019 (the “Record Date”)
will be entitled to notice of and to vote at the Special Meeting and any adjournments of the Special Meeting. You are entitled
to one vote for each share of Common Stock held on that Record Date on each matter submitted for a vote of the shareholders. On
the Record Date, there were 75,895,090 shares of the Company’s Common Stock outstanding and entitled to vote.
WHAT
IS THE PURPOSE OF THE INCREASE IN AUTHORIZED CAPITAL STOCK?
The
increase in authorized Common Stock to 400,000,000 shares is necessary in order to create the legal authority for the Company
to be able to reserve and issue sufficient shares for the retention or hiring of employees, advisors or consultant retention incentives,
to satisfy its currently convertible promissory notes and any future convertible promissory notes, equity investments, debt reduction
and to provided added flexibility to address future business needs and opportunities as they arise.
We
currently have 2,754,326 shares of Common Stock available under our Articles of Incorporation based on the number of shares of
our Common Stock currently issued and outstanding (75,895,090) and the shares of Common Stock reserved under our contractual agreements
(21,350,584)
2
. In addition, we are party to an outstanding debt instrument convertible into shares of Common Stock
pursuant to which we are currently required to reserve an aggregate of 1,000,000 shares of our Common Stock, which increases to
15,000,000 shares upon approval by a majority of the votes cast (assuming quorum is present) by you, our shareholders, at this
Special Meeting within 75 days from the date of the note, which is July 22, 2019. Following shareholder approval, an amendment
to our Article of Incorporation will be promptly filed with the Florida Secretary of State to effectuate the charter amendment.
In order to remedy our share limitation issue, our board of directors has authorized the filing of this proxy statement to, among
other things, seek shareholder approval of the above described charter amendment, which it has unanimously recommended be approved.
2
Total reflects the inclusion of a 1,000,000 share reserve under the terms of the convertible note entered into by the company
on July 22, 2019.
WHY
DID I RECEIVE NOTICE OF INTERNET AVAILABILITY?
The
Security and Exchange Commission adopted rules for the electronic distribution of proxy materials. In addition to mailing the
proxy materials to shareholders, we have elected to provide access to our proxy materials on the Internet, so that shareholders
may view the proxy materials there.
HOW
CAN I VOTE WITHOUT ATTENDING THE SPECIAL MEETING?
There
are several different methods shareholders can use to vote their shares at the Special Meeting (in addition to attending in person):
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1.
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By
Internet:
You can submit a proxy over the Internet to vote your shares by following the instructions provided on the proxy
card included in the proxy materials you received;
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2.
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By
telephone:
You can submit a proxy over the telephone by following the instructions provided on the proxy card;
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3.
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By
mail:
You can submit a proxy by mail to vote your shares by completing, signing, and returning the proxy card accompanying
the proxy materials by using the pre-addressed, postage-paid envelope that is provided; or
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4.
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During
the Special Meeting:
Y
ou may participate and vote via the Internet during the Special
Meeting. If you desire to vote during the meeting, please follow the instructions for attending and voting during the Special
Meeting posted at www.virtualshareholdermeeting.com/TAUG2019SM. Alternatively, y
ou may vote in person at the Special
Meeting by submitting the ballot that will be provided to you at the Special Meeting. Instructions on how to attend and participate
in the Special Meeting online can also be found at www.proxyvote.com.
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If
your shares of Common Stock are registered in your name on the books and records of our transfer agent, then you are the shareholder
of record. If you are the shareholder of record, you have the right to vote your shares by proxy, telephone or to attend the Special
Meeting and vote virtually via the Internet or in person.
If
your shares of Common Stock are held for you in the name of your broker, bank or other nominee, then your shares are held in “street
name.” While you are the beneficial owner of those shares, you are not considered the record holder. As the beneficial owner
of shares of the Company’s Common Stock, you have the right to instruct your bank, broker, or other nominee how to vote
your shares. However, since you are not the record holder of your shares, you may not vote these shares in person at the Special
Meeting unless you obtain a legal proxy from your bank, broker, or other nominee. If you hold your shares in “street name”
through a bank, broker or other holder of record, please refer to the materials provided to you by your bank, broker or other
holder of record for information on communicating your voting instructions.
Banks
and brokers acting as nominees are permitted to use discretionary voting authority to vote proxies for proposals that are deemed
“routine” by the New York Stock Exchange, but are not permitted to use discretionary voting authority to vote proxies
for proposals that are deemed “non-routine” by the New York Stock Exchange. The determination of which proposals are
deemed “routine” versus “non-routine” may not be made by the New York Stock Exchange until after the date
on which this proxy statement has been mailed to you. As such, it is important that you provide voting instructions to your bank,
broker or other nominee, if you wish to determine the voting of your shares. If the New York Stock Exchange determines such proposal
to be “non-routine,” failure to vote, or to instruct your broker how to vote any shares held for you in your broker’s
names will have the same effect as a vote against Proposal 1, but will have no effect with respect to Proposal 2. If the New York
Stock Exchange determines any such proposal to be “routine,” brokers will have voting authority to vote proxies for
uninstructed shares according to their discretion for that proposal. A broker “non-vote” occurs when a proposal is
deemed “non-routine” and a nominee holding shares for a beneficial owner does not have discretionary voting authority
with respect to the matter being considered and has not received instructions from the beneficial owner.
HOW
CAN I CHANGE MY VOTE?
Proxies
may be revoked by written notice delivered in person or mailed to the Secretary of the Company or by submitting a later-dated
proxy prior to a vote being taken at the Special Meeting. Attendance at the Special Meeting alone will not be sufficient to revoke
a previously submitted proxy. If you hold shares through a broker or nominee (that is, in “street name”), please follow
their directions on how to revoke previously submitted instructions relating to your shares.
WHAT
IF I SIGN AND RETURN MY PROXY CARD BUT I DO NOT INCLUDE VOTING INSTRUCTIONS?
If
you are a shareholder of record and you sign and return a proxy card without giving specific voting instructions, or you indicate
when voting on the Internet or by telephone that you wish to vote as recommended by the Board, then the proxy holders will vote
your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may
determine in their discretion with respect to any other matters properly presented for a vote at the Special Meeting. If a shareholder
of record attends the Special Meeting, he or she may vote in person or through the internet by following the instructions for
attending and voting during the Special Meeting posted at www.virtualshareholdermeeting.com/TAUG2019SM. If you hold shares through
a broker or nominee (that is, in “street name”), please follow their directions on how to vote your shares.
WHAT
CONSTITUTES A “QUORUM” FOR THE SPECIAL MEETING?
Shareholders
of record as of the close of business on the Record Date are entitled to one vote at the Special Meeting for each share of Common
Stock of the Company then held by each shareholder. As of the Record Date, the Company had 75,895,090 shares of Common Stock issued
and outstanding. The holders of a majority of the issued and outstanding shares of the Company’s Common Stock entitled to
vote at the Special Meeting present, in person, including online attendance, or represented by proxy constitutes a quorum. A quorum
is necessary to conduct business at the Special Meeting. Abstentions will be considered present for purposes of determining the
presence of a quorum at the Special Meeting. Broker non-votes, if any, will not be considered present for purposes of determining
the presence of a quorum at the Special Meeting if the New York Stock Exchange determines both of the proposals to be “non-routine,”
but will be considered present for purposes of determining the presence of a quorum at the Special Meeting if the New York Stock
Exchange determines either of the proposals to be “routine.” A broker non-vote occurs when a broker or other nominee
(which has voted on one or more matters at the meeting) who holds shares for another does not vote on a particular item because
the broker or nominee does not have discretionary authority for that item and has not received instructions from the owner of
the shares.
HOW
MANY VOTES AM I ENTITLED TO CAST?
You
are entitled to cast one vote for each share of Common Stock you own on the Record Date, on each matter brought before a vote
of the shareholders at the Special Meeting.
HOW
MANY VOTES ARE REQUIRED TO AUTHORIZE THE AMENDMENT OF THE ARTICLES TO CHANGE AUTHORIZED CAPITAL STOCK TO 400,000,000 SHARES?
On
July 29, 2019, the Record Date for determination of shareholders entitled to vote at the Special Meeting, there were issued and
outstanding and entitled to vote 75,895,090 shares of our Common Stock. Pursuant to Section 607.0725 of the Florida Statutes,
shareholder approval of an action is made by the approval of a majority of the shares entitled to be voted and in attendance (in
person, including online attendance, or by proxy) at the meeting at which a quorum (constituting a majority of the votes entitled
to be cast on the matter) is present. Thus, the proposal to approve the amendment to the Articles of Incorporation of the Company
to increase the authorized Common Stock to 400,000,000 shares requires the affirmative vote of a majority of the votes cast at
the Special Meeting, provided a quorum is present.
DISSENTER’S
RIGHT OF APPRAISAL.
No
action will be taken in connection with the proposals described in this Proxy Statement for which Florida law, the Company’s
Articles of Incorporation or Bylaws provide a right of a shareholder to dissent and obtain appraisal of or payment for such shareholder’s
shares. Thus, there are no Dissenter’s Rights involved.
OTHER
MATTERS.
The
Company’s Board of Directors knows of no other business which will be presented for consideration at the Special Meeting,
other than those matters described above. However, if any other business should come before the Special Meeting, it is the intention
of the person named in the enclosed proxy card to vote, or otherwise act, in accordance with his best judgment on such matters.
WHO
PAYS FOR THE SOLICITATION OF PROXIES?
The
Company will bear the costs of soliciting proxies. In addition to solicitations by independent companies we may employ, our directors,
officers, consultants and employees may, without additional remuneration, solicit proxies by telephone, facsimile and personal
interviews. The Company will reimburse these persons for their reasonable expenses in connection with any of these solicitations.
In addition, the Company will request brokerage houses, custodians, nominees and fiduciaries to forward copies of the proxy materials
to those persons for whom they hold shares and request instructions for voting the proxies, and the Company will reimburse brokerage
houses and other persons for their reasonable expenses in connection with this distribution.
PROPOSAL
1
APPROVAL
OF AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE SHARES OF COMMON STOCK FROM 100,000,000 SHARES TO 400,000,000 SHARES
Our
Articles of Incorporation currently authorizes 100,000,000 shares of Common Stock. $.00001 par value per share.
The
Board of Directors has unanimously approved and adopted, subject to shareholder approval, an amendment to our Articles of Incorporation,
providing for an increase in the authorized number of shares of Common Stock from 100,000,000 to 400,000,000. The following is
the text of the proposed amendment to the first paragraph of Article SECOND of the Articles of Incorporation.
SECOND:
The aggregate number of shares which the Corporation shall have authority to issue is 400,000,000 shares of Common Stock, $0.00001
par value per share.
As
of July 29, 2019, the Record Date for our special meeting, there were 75,895,090 shares of Common Stock outstanding, held by approximately
1,272 shareholders of record, which does not include shareholders whose shares are held in street or broker, bank or other nominee.
Our Common Stock trades on the OTC Markets under the symbol “TAUG.”
If
this Proposal is approved by our shareholders, the Amendment to our Articles of Incorporation will become effective upon the filing
of an Articles of Amendment with the Florida Secretary of State, which filing would be expected to take place as soon as practicable
following the special meeting.
Current
Obligations of the Company to Issue Other Shares of Common Stock
As
of July 29, 2019, the Company has issued and outstanding warrants to purchase up to 820,932 shares of Common Stock at an exercise
price ranging from $0.75 to $1.50 per share. The warrants are exercisable at dates ranging from August 2019 through January 2021.
The
Company also has stock options outstanding to purchase up to 133,334 shares of the Company’s common stock, at an exercise
price of $7.50 per share. The outstanding stock options will expire in February 2022. The Company does not expect any of these
options to be exercised.
Future
Issuances of Shares by the Company
Except
as set forth above, the Company does not have any current written plans, agreements or arrangements to issue additional equity
based capital; however, the Board of Directors believes it is critical to ensure there is sufficient share capital to enable the
Company to utilize these shares in potential future business acquisitions of or joint ventures with other businesses that would
be a good fit for the current business model, to meet existing contractual obligations and to have the flexibility to issue additional
shares of Common Stock in excess of the amount which is currently authorized without further shareholder action. The Board believes
that the availability of such additional shares will provide our Company with the flexibility to (i) issue Common Stock for possible
future financings, stock dividends, acquisitions, repayment of indebtedness or stock option plans, (ii) provide liquidity for
funding possible acquisitions or other strategic investments, or (iii) issue Common Stock for employee or consultant incentives
or other general corporate purposes that may be identified in the future by the Board. While the Board of Directors continually
considers our capital structure and various financing alternatives, the Board has no commitments to issue any additional shares
of Common Stock at this time. The Board of Directors will determine whether, when and on what terms the issuance of shares may
be warranted in the future in connection with our capital structure and financing needs.
As
is the case with the current authorized but unissued shares of Common Stock, the additional shares of Common Stock authorized
by this proposed amendment could be issued upon approval by the Board of Directors without further vote of our shareholders except
as may be required in particular cases by applicable law, regulatory agencies or other rules to which we might be subject. Under
Florida law, shareholders who do not vote for this Proposal are not entitled to appraisal rights with respect to their shares
of Common Stock.
The
issuance of additional shares of Common Stock may have a dilutive effect on earnings per share and, for shareholders who do not
purchase additional shares to maintain their pro rata interest in our Company, on such shareholders’ voting power. Our shareholders
do not have preemptive rights to subscribe for additional securities that may be issued by the Company, which means that shareholders
do not have a period right to purchase any new issue of Common Stock in order to maintain their proportionate ownership interest
in the Company.
If
we issue additional shares of Common Stock or securities convertible into or exercisable for Common Stock, such issuance would
have a dilutive effect on the voting power and could have a dilutive effect on the earnings per share of the Company’s currently
outstanding shares of Common Stock. Additionally, the Company has no current intention of using additional shares of Common Stock
as an anti-takeover defense, however, such an issuance could be used to create impediments to or otherwise discourage persons
attempting to gain control of the Company (through dilutive offerings or otherwise).
Current
Obligations of the Company to Issue Shares under Certain Convertible Note Agreements
As
of July 29, 2019, the Company had approximately $494,000 in convertible debt outstanding, including accrued but unpaid interest.
Pursuant to the terms of these convertible notes, the Company is required to reserve for issuance anywhere from one and a one-half
times the number of shares the Company may have to issue based on various discounts to the Company’s current market price
of its Common Stock to a capped fixed number of shares.
Based
on the Company’s Common Stock closing price of $0.041 per share on July 23, 2019 and taking into account the discount rates
for the applicable notes, the Company is required to reserve approximately 16,200,000 shares of its Common Stock under the terms
of its convertible notes subject to the convertible note holder’s beneficial ownership limitations of either 4.99% or 9.99%
contained in each of the convertible notes. We currently have 2,754,326 shares of Common Stock available under our Articles of
Incorporation based on the number of shares of our Common Stock currently issued and outstanding (75,895,090) and the shares of
Common Stock reserved under our contractual agreements (21,350,584)
3
. In addition, we are party to an outstanding debt
instrument convertible into shares of Common Stock pursuant to which we are currently required to reserve an aggregate of 1,000,000
shares of our Common Stock, which increases to 15,000,000 shares upon approval by a majority of the votes cast (assuming quorum
is present) by you, our shareholders, at this Special Meeting within 75 days from the date of the note, which is July 22, 2019.
The issuance of this convertible debt instrument was completed pursuant to a private placement exempt from registration under
the Securities Act of 1933, and was for $55,000, which resulted in net proceeds to the Company of $48,000 after deductions for
original issue discounts of $5,000 and $2,000 in payment of legal fees. We have used the proceeds of this convertible debt instrument
to continue paying our manufacturer for additional inventory for our products. There are no preemptive or other similar rights
attached to the shares of common stock issuable upon conversion. Should this convertible debt instrument be fully converted into
shares of our common stock, as of July 29, 2019, the date of the initial Preliminary Proxy Statement, an aggregate of 2,119,462
shares of common stock would be issued (inclusive of interest through such date), based upon the conversion rate stated in the
convertible debt agreement which shall be the lesser of (i) 65% multiplied by the lowest volume weighted average price for the
Common Stock during the previous fifteen (15) Trading Day period before the Issue Date of this Note (representing a discount rate
of 35%), or (ii) the Variable Conversion Price defined as 65% multiplied by the Market Price representing a discount rate of 35%,
which is equal $0.026 per share. Additionally, the following are events of default under this convertible debt agreement: (i)
failure to pay principal and interest; (ii) failure to issue shares upon conversion notice to the borrower; (iii) breach of covenants;
(iv) breach of representations and warranties; (v) the borrower or any subsidiary of the borrower shall make an assignment for
the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part
of its property or business; (vi) bankruptcy, insolvency, reorganization or liquidation proceedings are instituted against the
borrower; (vii) delisting of the Company’s common stock; (viii) failure to comply with the Exchange Act; (ix) liquidation;
(x) cessation of operations; (xi) financial statement restatement at any time after 180 days after the issuance date; (xii) replacement
of the transfer agent; (xiii) cross default; (xiv) failure to provide for reserves under for share issuances; and (xv) unavailability
of Rule 144. The Company has the option to prepay this note in cash within the first 180 days of entry.
Following
shareholder approval, an amendment to our Article of Incorporation will be promptly filed with the Florida Secretary of State
to effectuate the charter amendment. In the event the market value of the Company’s Common Stock were to decline, the Company
would be required to issue potentially a greater number of shares of Common Stock under the convertible notes.
The
affirmative vote of a majority of the votes cast at the Special Meeting is required to approve Proposal 1, providing a quorum
is present. Abstentions will be counted as present for purposes of determining the presence of a quorum. Broker non-votes, if
any, will not be considered present for purposes of determining the presence of a quorum at the Special Meeting if the New York
Stock Exchange determines that both of the proposals to be “non-routine,” but will be considered present for purposes
of determining the presence of a quorum at the Special Meeting if the New York Stock Exchange determines either of the proposals
to be “routine.” Shares that are not represented at the Special Meeting with respect to this proposal, will have the
same practical effect as a vote against this proposal.
The
Board UNANIMOUSLY recommends a vote FOR Proposal 1 to amend our Articles of Incorporation.
3
Total reflects the inclusion of a 1,000,000 share reserve under the terms of the convertible note entered into by the company
on July 22, 2019.
PROPOSAL
2
GRANT
DISCRETIONARY AUTHORITY TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
We
are soliciting proxies to grant discretionary authority to the holder of any proxy solicited by the Board to vote in favor of
adjourning or postponing the Special Meeting and any later adjournments (the “Adjournment Proposal”) to solicit additional
proxies in the event that there are not sufficient votes to approve Proposal 1 or if a quorum is not present at the Special Meeting,
the Company may adjourn the Special Meeting for the purpose of achieving a quorum. Any such adjournment may be made without notice,
other than the announcement made at the Special Meeting, by the affirmative vote of a majority of the shares of common stock present
and entitled to vote at the Special Meeting.
The
vote on the Adjournment Proposal is a vote separate and apart from the vote on Proposal 1. If the Adjournment Proposal is presented
at the Special Meeting and is not approved, management may not be able to adjourn the Special Meeting to a later date. As a result,
we would not be permitted to increase our authorized shares of Common Stock at this time.
If
the shareholders approve the Adjournment Proposal, we could adjourn the Special Meeting, and any adjourned session of the Special
Meeting, to use the additional time to solicit additional proxies in favor of Proposal 1. Among other things, even if proxies
representing a sufficient number of votes against Proposal 1 have been received, we could adjourn the Special Meeting without
a vote on Proposal 1, and seek to convince the holders of those shares to change their votes to votes in favor of Proposal 1.
Vote
Required
The
affirmative vote of a majority of the votes cast at the Special Meeting is required to approve the Adjournment Proposal. Abstentions
and broker non-votes, if applicable, with respect to this proposal will not be counted for the purpose of determining the number
of votes cast and will, therefore, not have any effect with respect to this adjournment proposal; but may be counted for purposes
of determining whether a quorum is present.
The
Board UNANIMOUSLY recommends a vote FOR Proposal 2 to approve granting discretionary authority to adjourn or postpone the Special
Meeting
SECURITIES
BENEFICIALLY OWNED BY
MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The
following table sets forth information regarding the beneficial ownership of our Common Stock as of March 31, 2019, including:
●
|
each
person or entity who is known by us to own beneficially more than 5% of any class of outstanding voting securities;
|
|
|
●
|
each
named executive officer and each director; and
|
|
|
●
|
all
of our executive officers and directors as a group.
|
Unless
otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their
shares of Common Stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below,
each entity or person listed below maintains an address c/o Tauriga Sciences, Inc., 555 Madison Avenue, 5
th
Floor,
New York, New York 10022.
The
number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not
necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares
as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or
entity has the right to acquire beneficial ownership within 60 days after July 29, 2019 through the exercise of any stock option,
warrant or other right. The inclusion in the following table of those shares, however, does not constitute an admission that the
named shareholder is a direct or indirect beneficial owner.
Name
|
|
Number
of Shares
Beneficially Owned
|
|
|
Percentage
of Outstanding
Common Stock
|
|
Non-employee Directors:
|
|
|
|
|
|
|
|
|
David L. Wolitzky
|
|
|
130,874
|
|
|
|
*
|
|
Thomas J. Graham
|
|
|
120,001
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
Named Executive
Officers:
|
|
|
|
|
|
|
|
|
Seth
M. Shaw
(Chief
Executive Officer and Board member)
|
|
|
3,685,201
|
|
|
|
5
|
%
|
Kevin
P. Lacey
(Chief
Financial Officer)
|
|
|
266,667
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
All directors and
named executive officers as a group (4 persons)
|
|
|
4,202,743
|
|
|
|
5.5
|
%
|
*
Denotes less than 1%.
HOUSEHOLDING
OF MEETING MATERIALS
Some
banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements
and annual reports. This means that only one copy of this proxy statement may have been sent to multiple shareholders in your
household. If you would prefer to receive separate copies of a proxy statement, our annual report or our quarterly report either
now or in the future, please contact your bank, broker or other nominee. Upon written or oral request to Tauriga Sciences, Inc.,
Attn: Corporate Secretary, 555 Madison Avenue, 5th Floor, New York, New York 10022, we will provide copies of these materials;
or you may request copies from Broadridge Financial Solutions Inc. by calling them at (866) 540-7095 or in writing at 51 Mercedes
Way, Edgewood, NY 11717, Attention: Householding Department.
AVAILABILITY
OF CERTAIN DOCUMENTS
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document
we file at the SEC public reference room located at 100 F street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Our SEC filings are also available to the public at the SEC website at www.sec.gov.
You also may obtain free copies of the documents we file with the SEC, including this Proxy Statement, by going to the Investor
Relations page of our corporate website at www.taurigasciences.com. The information provided on our website is not part of this
Proxy Statement, and therefore is not incorporated herein by reference.
Our
Annual Report on Form 10–K, including financial statements for the year ended March 31, 2019, accompanies, or has been mailed
to you immediately prior to, this Proxy Statement. If requested in writing by a person solicited by this Proxy Statement, we will
provide you without charge a copy of our Annual Report on Form 10–K and any subsequent Quarterly Report on Form 10-Q, each
as filed with the SEC for our most recently completed fiscal year and quarter, respectively. Such request should be sent to our
Corporate Secretary, 555 Madison Avenue, 5th Floor, New York, New York 10022. Such information is also available under the Investor
Relations section of our website and from the SEC through the SEC website at the address provided above.
OTHER
MATTERS
The
Board of Directors does not intend to present to the Special Meeting any business other than the item stated in the “Notice
of Special Meeting of Shareholders” and does not know of any other matters to be brought before or voted upon at the meeting
other than those referred to above. If any other matters properly come before the meeting, it is the intention of the proxies
named in the enclosed Proxy to vote the shares represented thereby with respect to such matters in accordance with their best
judgment.
Whether
or not you expect to attend the meeting, please sign the proxy and return it in the enclosed stamped envelope.
TAURIGA
SCIENCES, INC.
555
MADISON AVENUE
5TH
FLOOR
NEW
YORK, NY 10022
VOTE
BY INTERNET
Before
The Meeting - Go to www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time
the day before the Special Meeting date. Have your proxy card in hand when you access the web site and follow the instructions
to obtain your records and to create an electronic voting instruction form.
During
The Meeting
- Go to
www.virtualshareholdermeeting.com/TAUG2019SM
You
may attend the Special Meeting via the internet and vote during the Special Meeting until voting is closed. Have the information
that is printed in the box marked by the arrow available and follow the instructions.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future
proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access
proxy materials electronically in future years.
VOTE
BY PHONE – (800) 690-6903
Use
any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date
or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
VOTE
IN PERSON
Attend
and vote at the Special Meeting being held at 555 Madison Avenue, 5
th
Floor, New York, NY 10022.
To
the Shareholders of Tauriga Sciences, Inc.:
The
Special Meeting (“Special Meeting”) of Tauriga Sciences, Inc. (“Tauriga”) will be held on September 10,
2019, 9:00 a.m. Eastern Time, at 555 Madison Avenue, 5
th
Floor, New York, NY 10022 to vote on the following matters:
|
1.
|
The
approval of an amendment to the Articles of Incorporation to increase the Company’s authorized shares of Common Stock,
par value $.00001 per share, to 400,000,000; and
|
|
|
|
|
2.
|
To
authorize the adjournment of the Special Meeting if necessary or appropriate.
|
The
proxy statement contains information regarding the Special Meeting, including information on the matters to be voted on prior
to and during the Special Meeting. If you have chosen to view our proxy statements over the Internet instead of receiving paper
copies in the mail, you can access our proxy statement and vote at
www.proxyvote.com
.
Your
vote is important.
Whether or not you expect to attend the Special Meeting, we encourage you to promptly vote these shares
by one of the methods listed on the reverse side of this proxy card.
You
will be also able to attend the Special Meeting via live audio webcast by visiting Tauriga’s virtual meeting website at
www.virtualshareholdermeeting.com/TAUG2019SM
on September 10, 2019, at 9:00 a.m. Eastern Time. Upon visiting the meeting
website, you will be prompted to enter the 16-digit Control Number provided to you on your Notice of Internet Availability of
Proxy Materials or on your proxy card if you receive materials by mail. The unique Control Number allows us to identify you as
a stockholder and will enable you to securely log on, vote and submit questions during the Special Meeting on the meeting website.
Further instructions on how to attend and participate in the Special Meeting via the Internet, including how to demonstrate proof
of stock ownership, are available at
www.proxyvote.com.
Sincerely,
Seth
M. Shaw,
Chief
Executive Officer
Tauriga Sciences (CE) (USOTC:TAUG)
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