Current Report Filing (8-k)
March 05 2021 - 8:36AM
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):
February
26, 2021
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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4
Nancy Court, Suite 4
Wappingers
Falls, NY 12590
(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
7.01 Regulation FD Disclosure.
SciSparc
Ltd.
Tauriga
Sciences, Inc. (OTCQB stock symbol: TAUG, the “Company”) participated in a private placement equity offering by SciSparc
Ltd. (“SciSparc”), formerly known as Therapix Biosciences Ltd.) (OTCQB: SPRCY), which is a specialty, clinical-stage
pharmaceutical company focusing on the development of cannabinoid-based treatments. Aegis Capital Corp. acted as the exclusive
placement agent in connection with the offering. The Company was solely a participant in the offering and paid no placement, finder
or other fees to the placement agent or others in connection with this transaction.
SciSparc’s
business model is complementary with our own ongoing pharmaceutical development efforts, and, therefore, we will explore the possibility
for collaboration between our two companies in the future on potential drug and/or product development as opportunities and timing
prove mutually feasible. Of course, we cannot guarantee that a collaborative effort will ultimately occur, nor the possibility
of any such efforts’ success.
The
Company’s investment was for $88,375 as part of SciSparc’ syndicated $8.15M offering to accredited and institutional
investors at an offering price of $7.07 per Unit. Each Unit consists of 1 American Depositary Share (“ADS”), one (1)
Series A Warrant and one-half (½) Series B Warrant. The Series A Warrants have an exercise price of $7.07, subject to adjustments
therein. The Series B Warrants have an exercise price equal to $10.60, subject to adjustments therein. The Series A Warrants and
the Series B Warrants are exercisable beginning six (6) months from the date of issuance and have a term of exercise equal to
five (5) years from the initial exercise date. In connection with its investment, Tauriga Sciences Inc. acquired 12,500 Units,
consisting of (a) 12,500 Shares SPRCY at a cost basis of $7.07 per share, (b) 12,500 Warrants to at a strike price of $7.07 per
share and (c) 6,250 Warrants to at an strike price of $10.60 per share.
Aegea
Biotechnologies Inc.
As
previously (and more fully) described in our periodic reports, including in our most recently filed Form 10-Q filed of February
22, 2021, on April 3, 2020, the Company had. entered into a collaboration agreement (“Collaboration Agreement”) with
Aegea Biotechnologies Inc. (“Aegea”), as subsequently amended, in which the Company had agreed to provide financing
to Aegea in connection with Aegea’s development efforts of a Covid 19 test kit, such financing to primarily come from our
then existing equity line of credit facility. On January 6, 2021, however, the Company determined to terminate its equity line
of credit facility and, therefore, effectively eliminate any further obligation to additional funding to Aegea under the Collaboration
Agreement. On February 26, 2021, as part of a settlement agreement concluding the Collaboration Agreement, the Company acquired
an additional 69,552 common shares of Aegea, increasing the Company’s total holdings to 139,104 Aegea shares (representing
a 2.04% stake as of the date of the settlement date). We believe our assistance to Aegea proved valuable and hope that the respective
parties’ collaborative efforts provide value to our shareholders in the future, although we cannot provide any guarantee
of such success.
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:
March 5, 2021
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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