Current Report Filing (8-k)
November 28 2017 - 1:23PM
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
28, 2017 (November 28, 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,
CT 06180
(Address
of principal executive office)
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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[ ]
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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
November 28, 2017 (the “Effective Date”), Tauriga Sciences, Inc. (the “Company”) entered into a Confidential
Settlement Agreement and Release (the “Settlement Agreement”) with Group 10 Holdings LLC (“Group 10”)
to fully extinguish the $348,000 assessed liquidated damage total (the “Liquidated Damages”). The Liquidated Damages
assessment was derived from the $96,000 12% Convertible Debenture issued to Group 10 by Tauriga on July 14, 2015 (the “Note”).
The
consideration to be paid by Tauriga to Group 10 is as follows: one-time cash payment of $60,000 due on or before December 10,
2017 and one-time issuance of 25,000,000 shares of Tauriga’s common stock.
Both
the Company and Group 10 agreed to exchange general releases of all claims against the other relating to the Note and/or the Liquidated
Damages as part of the Settlement Agreement and to avoid any future public comments regarding the settlement, unless required
by law.
Item
3.02
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Unregistered
Sales of Equity Securities
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The
disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.
The
shares of common stock issued under the Settlement Agreement will be “restricted securities” as defined by the Securities
Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption from registration
provided by Rule 506 of Regulation D and/or Section 4(2) of 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
7.01
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Regulation
FD Disclosure
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On
November 28, 2017, the Company issued a press release regarding the information set forth in Items 1.01 and 3.02 above. 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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*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.
Date:
November 28, 2017
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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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Tauriga Sciences (CE) (USOTC:TAUG)
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