Current Report Filing (8-k)
June 22 2017 - 6:17AM
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):
June
22, 2017 (June 21, 2017)
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)
39
Old Ridgebury Road
Danbury,
Connecticut 06180
(Address
of principal US executive offices)
Tel:
(917) 796-9926
(Registrant’s
telephone number)
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
1.01
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Entry
into a Material Definitive Agreement
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On
June 21, 2017, Tauriga Sciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with Seth M. Shaw, the Company’s Chief Executive Officer and member of the Board of Directors, for the
sale of 44,000,000 shares of the Company’s Common Stock for aggregate gross proceeds to the Company of $55,000, or a per
share purchase price of $0.00125. The proceeds from the Purchase Agreement will be used for working capital purposes. The terms
of the Purchase Agreement were approved by the independent members of the Company’s Board of Directors. The shares of Common
Stock will only be issued to Mr. Shaw if the Company is able to increase its authorized Common Stock from 2.5 billion to 7.5 billion
shares.
The
foregoing description of the Purchase Agreement by the Company does not purport to be complete and is qualified in its entirety
by reference to the full text of the form of Purchase Agreement (including the exhibits thereto) and which is attached as Exhibits
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
shares of Common Stock will be issued in reliance upon an exemption from registration provided by Regulation D and/or Section
4(2) of the Securities Act since no general solicitation or advertising was conducted by us in connection with the offering of
the shares, all shares to be purchased in the offering will be “restricted securities” in accordance with Rule 144
of the Securities Act of 1933, as amended (the “Securities Act”) and Mr. Shaw is “accredited” as defined
under the Securities Act. This Current Report on Form 8-K is not and shall not be deemed to be an offer to sell or the solicitation
of an offer to buy Common Stock.
Item
3.02
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Unregistered
Sales of Equity Securities
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Reference
is made to the disclosure under Item 1.01 of this Current Report on Form 8-K, which is incorporated in this Item 3.02 by reference.
Item
7.01
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Regulation
FD Disclosure
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On
June 21, 2017, the Company issued a press release announcing the terms of the Purchase Agreement. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits
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Exhibit
No.
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Description
of Exhibit
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10.1*
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Securities
Purchase Agreement dated June 21, 2017 between the Company and Seth M. Shaw.
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99.1*
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Press
release issued on June 21, 2017.
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*filed
herewith
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.
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TAURIGA
SCIENCES, INC
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Date:
June 22, 2017
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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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