Current Report Filing (8-k)
November 19 2020 - 1:41PM
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
18, 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
1.01
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Entry
into a Material Definitive Agreement.
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Investment
Agreement and Registration Rights Agreement
As
previously announced and disclosed on our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”)
on January 29, 2020, Tauriga Sciences, Inc. (OTCQB stock symbol: TAUG, the “Company”) entered into a $5,000,000 equity
line financing agreement (“Investment Agreement”) with Tangiers Global, LLC (“Tangiers”), as well as a
registration right agreement related thereto (“Registration Rights Agreement”). The financing is over a maximum period
of 36 months. Pursuant to the Registration Rights Agreement, a maximum of 76,000,000 shares of our common stock, par value $.00001
per share (the “Common Stock”) that we may sell to Tangiers from time to time was registered by us on Form S-1 (“Registration
Statement”) and declared effective by the SEC on March 16, 2020 under the Securities Act of 1933, as amended, for this financing.
On November 18, 2020, the Company and
Tangiers entered into an amendment to the Investment Agreement to reduce the maximum dollar amount that can be sold to Tangiers
from $5 million to $3 million dollars (the “Amendment”). The Company will also prepare and file with the SEC a post
effective amendment to the Registration Statement to reflect this change to the terms of the Investment Agreement, and to also
reduce the maximum number of registered shares that are salable under the Registration Statement from 76 million shares to 43
million shares. As of the date of this Current Report, the Company has sold an aggregate of 13,910,000 registered shares of its
Common Stock under the terms of the Investment Agreement. The Amendment to the Investment Agreement and the Amendment to the
Registration Rights Agreement are annexed hereto as Exhibits 10.1 and 10.2, respectively, to this current
report on Form 8-K and are each incorporated by reference herein.
Item
9.01
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Exhibits
Statements and Exhibits
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(d) 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:
November 19, 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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