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 Registrant [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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[ ]
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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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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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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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(3)
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Filing Party:
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(4)
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Date Filed:
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TAURIGA
SCIENCES, INC.
4
Nancy Court, Suite 4
Wappingers
Falls, NY 12590
October
12, 2021
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 November 22, 2021, at the offices of Rimon,
P.C., 250 Park Avenue, 7th Floor, New York, NY 10177. You may attend the Special Meeting online at www.virtualshareholdermeeting.com/TAUG2021SM.
The formal meeting notice and proxy statement for the Annual Meeting are attached. For further instructions on how to participate in
the meeting online, please see information set forth in the accompanying Proxy Statement.
We
are pleased to utilize the virtual shareholder meeting technology to provide ready access and cost savings for our shareholders and the
Company. The virtual meeting format allows attendance from any location in the world.
This
purpose of this Special Meeting is important to the Company, and as such, it is important that you return your proxy using one of the
methods provided. Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by Internet,
telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy,
so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the Notice of Internet Availability
of Proxy Materials you received for the Special Meeting, as well as in the proxy attached to the notice to shareholders of record. Internet
voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on the
day prior to the Special Meeting date. If you attend the Special Meeting online and wish to vote at the Special Meeting, you will
be able to do so even if you have previously returned your proxy card.
Thank
you for your continued support of and interest in Tauriga Sciences, Inc.
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
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
TO
BE HELD ON NOVEMBER 22, 2021
To
the shareholders of Tauriga Sciences, Inc.
You
are cordially invited, and notice is hereby given, to attend a special meeting of shareholders (the “Special Meeting”) of
Tauriga Sciences, Inc., a Florida corporation (the “Company”) to be held at the offices of Rimon, P.C., 250 Park Avenue,
7th Floor, New York, NY 10177 on November 22, 2021 at 9:00 A.M., Eastern Standard Time. You may attend the Special Meeting online
at www.virtualshareholdermeeting.com/TAUG2021SM. For further instructions on how to participate online, please see information set forth
in the accompanying Proxy Statement.
Only
shareholders of record at the close of business on September 28, 2021 (“Record Date”) are entitled to receive notice of and
to vote at the Special Meeting or any adjournments or postponements thereof.
The
Special Meeting will be held for the following purposes:
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1.
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Approve
an amendment to our Articles of Incorporation to (collectively, “Proposal 1”):
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(i)
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change
the name of our Company to Sublingual Technologies Inc. to align with our current core business;
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(ii)
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to
allow, including under the Florida Business Corporations Act Section 607.1002, action by
our Board of Directors to affect a future change in the name of our Company without shareholder
approval; and
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(iii)
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to
increase the total number of authorized shares of common stock, par value $.00001 per share
(“Common Stock”) from 400,000,000 to 750,000,000 shares;
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2.
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Election
as directors of the nominees specified in the accompanying proxy statement (“Proposal
2”); and
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3.
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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 (“Proposal 3”).
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The
above-referenced proposals, taken together are collectively referred to herein as the “Proposals”. The Board
of Directors unanimously recommends that you vote FOR Approval of the above-referenced Proposals.
Pursuant
to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials
via the Internet. Accordingly, on October 12, 2021, we sent our shareholders a Notice of Internet Availability of Proxy Materials
(the “Notice”) containing instructions on how to access our 2021 proxy statement and our annual report on Form 10-K for the
fiscal year ended March 31, 2021 online. Shareholders who have received the Notice will not be sent a printed copy of our proxy materials
in the mail unless they request to receive a printed copy.
You
will be able to attend the Annual Meeting via live audio webcast by visiting Tauriga’s virtual meeting website at www.virtualshareholdermeeting.com/TAUG2021SM
on Friday, November 22, 2021, at 9:00 a.m. Eastern Time, among other methods set forth and described in the Proxy Statement. 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 that you received for the Special Meeting. The unique Control Number allows us to identify you as a shareholder 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.
Your
vote is important. Whether or not you plan to attend the Special Meeting, please vote your shares by promptly completing, signing and
returning the enclosed proxy card. You may also vote your shares over telephone or the Internet in accordance with the instructions on
the proxy card. Any shareholder attending the Special Meeting may vote in person at the virtual meeting, even if you have already returned
a proxy card or voting instruction card.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on November 22, 2021:
This notice of special meeting of shareholders, the proxy statement, including your proxy card, and our annual report on Form 10-K for
the fiscal year ended March 31, 2021 are available at www.proxyvote.com.
You may also request hard
copies of these documents free of charge by writing to:
Tauriga Sciences, Inc.
4 Nancy Court, Suite 4
Wappingers Falls, NY 12590
Attention: Corporate Secretary
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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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October
12, 2021
TAURIGA
SCIENCES, INC.
PROXY
STATEMENT
SPECIAL
MEETING OF SHAREHOLDERS
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on November 22, 2021:
This notice of special meeting of shareholders, the proxy statement, including your proxy card, and our annual report on Form 10-K for
the fiscal year ended March 31, 2021 are available at www.proxyvote.com. You will need to use the control number appearing
on your proxy card to vote via the Internet.
You
may also request hard copies of these documents free of charge by writing to: Tauriga Sciences, Inc., 4 Nancy Court, Suite 4, Wappingers
Falls, NY 12590, Attention: Corporate Secretary
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 November
22, 2021 at 9:00 a.m., Eastern Standard Time. You may attend the Special Meeting online via www.virtualshareholdermeeting.com/TAUG2021SM
(the “Special Meeting”), and any postponements or adjournments thereof, or at the offices of Rimon, P.C., 250 Park Avenue,
7th Floor, New York, NY 10177. Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected
to provide access to our proxy materials via the Internet. Accordingly, on October 12, 2021, we sent our shareholders a Notice
of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2021 proxy statement
and our annual report on Form 10-K for the fiscal year ended March 31, 2021 online. Shareholders who have received the Notice will not
be sent a printed copy of our proxy materials in the mail unless they request to receive a printed copy.
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:
At
the Special Meeting, you will be asked to consider and vote upon the following matters:
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1.
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Approve
an amendment to our Articles of Incorporation to (collectively, “Proposal 1”):
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(i)
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change
the name of our Company to Sublingual Technologies Inc. to align with our current core business;
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(ii)
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to
allow, under the Florida Business Corporations Act Section 607.1002, action by our Board
of Directors to affect a future change in the name of our Company without shareholder approval;
and
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(iii)
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to
increase the total number of authorized shares of common stock, par value $.00001 per share
(“Common Stock”), from 400,000,000 to 750,000,000 shares;
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2.
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Election
as directors of the nominees specified in the accompanying proxy statement (“Proposal
2”); and
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3.
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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 (“Proposal 3”).
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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/TAUG2021SM or in person at the
offices of Rimon, P.C., 250 Park Avenue, 7th Floor, New York, NY 10177.
WHAT
IS INCLUDED IN THESE MATERIALS?
These
materials include the Notice, the Proxy Statement, a proxy card and the Annual Report, as filed with the Securities and Exchange Commission
on June 29, 2021, as amended on August 16, 2021.
WHO
CAN VOTE?
Only
holders of record of the Company’s Common Stock at the close of business on September 28, 2021 (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 290,421,214 shares of the Company’s Common Stock outstanding and entitled to vote.
WHAT
IS THE PURPOSE OF THE SPECIAL MEETING?
For
Shareholders of record as of the Record Date to vote on the: (1) proposed amendment of our Articles of Incorporation to (i) change the
name of our company, (ii) to allow, under the Florida Business Corporations Act Section 607.1002, action by our Board of Directors to
affect a future change in the name of our Company without shareholder approval; and (iii) increase in authorized Common Stock to 750,000,000
shares in order to create the legal authority for the Company to be able to utilize our equity capital to raise funds, to satisfy the
terms of outstanding convertible promissory notes and any future convertible promissory notes, for debt reduction, finance inventory
from time to time, hire employees, consultants or advisors, to fund our pharmaceutical operations and clinical development, 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 (collectively, Proposal 1);
(2) election as directors of the nominees specified in the accompanying proxy statement (Proposal 2); and (3) the 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 (“Proposal 3”).
We
currently have 62,908,418 shares of Common Stock available under our Articles of Incorporation based on the number of shares of
our Common Stock currently issued and outstanding (290,421,214) and the shares of Common Stock reserved under our contractual agreements
46,670,368. 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.
WHY
DID I RECEIVE NOTICE OF INTERNET AVAILABILITY?
The
Security and Exchange Commission adopted rules for the electronic notice and access of proxy materials, which we have elected
to provide access to our proxy materials on the Internet, so that shareholders may view the proxy materials there. For shareholders
who have not elected to electronically access/receive the Proxy Statement, and our annual report for the year ended March 31, 2021, we
will provide a physically mailed distribution of these materials to such shareholders of record.
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 Before the Meeting: Go to www.proxyvote.com. Use the Internet to transmit your
voting instructions and for electronic delivery information up until 11:59 p.m. Eastern Time
the day before the meeting date. Have your proxy card in hand when you access the website
and follow the instructions to obtain your records and to create an electronic voting instruction
form;
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2.
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By telephone: You
may vote by proxy by calling 1-800-690-6903 and following the instructions 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:
You 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/TAUG2021SM.
Alternatively, you 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/TAUG2021SM. 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 290,421,214 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 OF INCORPORATION UNER PROPOSAL 1?
On
September 28, 2021, the Record Date for determination of shareholders entitled to vote at the Special Meeting, there were
issued and outstanding and entitled to vote 290,421,214 shares of our Common Stock. Pursuant to Section 607.0725 of the
Florida Statutes, shareholder approval of certain actions, such as the amendment to our articles of incorporation, 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 under Proposal 1 requires the
affirmative vote of a majority of the votes cast at the Special Meeting, provided a quorum is present.
HOW
MANY VOTES ARE REQUIRED FOR THE ELECTION OF DIRECTORS NOTED IN PROPOSAL 2?
Unless
otherwise instructed, the persons named in the accompanying proxy intend to vote the shares represented by the Proxy for the election
of the four (4) nominees listed below. Although it is not anticipated that any nominee will decline or be unable to serve as a Director,
in such event, proxies will be voted by the proxy holder for such other persons as may be designated by the Board, unless the Board reduces
the number of directors to be elected. Under applicable Florida law, the election of each nominee requires the affirmative vote by a
plurality of the votes cast by the shares entitled to vote on the election of directors at the Special Meeting at which a quorum is present.
The
current Board consists of Seth M. Shaw, Thomas J. Graham, James V. Rosati, and Chris Sferruzzo.
HOW
MANY VOTES ARE REQUIRED TO APPROVE THE ADJOURMENT IN PROPOSAL 3?
The
affirmative vote of a majority of the votes cast at the Special Meeting is required to approve the Adjournment Proposal, at a shareholder
meeting at which 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.
HOW
WILL MY SHARES BE VOTED?
All
shares entitled to vote and represented by a properly completed, executed and delivered proxy received before the Special Meeting and
not revoked will be voted at the Special Meeting as you instruct in a proxy delivered before the Special Meeting. If you do not indicate
how your shares should be voted on a matter, the shares represented by your proxy will be voted for each proposal and each director nominee
and with regard to any other matters that may be properly presented at the Special Meeting and all matters incident to the conduct of
the meeting. All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate affirmative
and negative votes, abstentions and broker non-votes.
WHAT
ARE THE VOTING PROCEDURES?
In
voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees,
or withhold your votes as to specific nominees. With regard to other proposals, you may vote in favor of or against the proposal, or
you may abstain from voting on the proposal. You should specify your respective choices on the accompanying proxy card or your vote instruction
form.
All
shares represented by proxy will be voted at the Special Meeting in accordance with the choices specified on the proxy, and where no
choice is specified, in accordance with the recommendations of the Board. Thus, where no choice is specified, the proxies will be voted
FOR the election of all director nominees and the proposals being placed before our shareholders at the Special Meeting.
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
Reasons
for the Amendment to our Articles of Incorporation
Our
Board of Directors recommends that our shareholders approve the proposal to effect a change of our name to Sublingual Technologies Inc.
by amending our Articles of Incorporation (the “Name Change”). The Name Change is intended to better reflect our current
core business. Our Board of Directors believes that “Tauriga Sciences” is no longer reflective of our business as it has
evolved and exists today: over time, the Company has moved into a diversified life sciences technology and consumer products company.
The proposed new name, Sublingual Technologies Inc. will emphasize the focus on our core consumer product line, as well as the pharmaceutical
line which we are developing, both of which involve the use of CBD infused chewing gum and other orally utilized products. Changing our
corporate name emphasizes this focus; however, we anticipate that our individual product brand names will remain unchanged.
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(b)
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Grant
Board Authority to affect a future corporate name change, if any:
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Our
Board of Directors recommends that our shareholders approve the proposal to allow, under the Florida Business Corporations Act Section
607.1002, action by our Board of Directors to affect a future change in the name of our Company without shareholder approval. This proposed
amendment to our Articles of Incorporation, granting the Board of Directors authority to make a name change, if and when needed, without
further shareholder approval simply reflects the pragmatic cost and time savings involved in not holding a special or annual meeting
solely to affect a future Company name change.
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(c)
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The
reason for the Proposed Share Increase: from time to time, we rely on our equity capital
to raise funds, hire employees, consultants or advisors, to fund our pharmaceutical operations
and clinical development, to potentially acquire businesses that will enhance our current
activities, to create or enhance branding and purchase inventory in this regard, 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.
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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 the above-noted
transactions and operations would dilute existing shareholders, management believes that such transactions would increase the overall
value of the Company to its shareholders.
Our
Articles of Incorporation currently authorizes 400,000,000 shares of Common Stock. $.00001 par value per share.
At
a meeting held on September 19, 2021, the Board of Directors had
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 400,000,000 to 750,000,000.
As of September 28, 2021, the Record Date for our
special meeting, there were 290,421,214 shares of Common Stock outstanding, held by approximately 1,300 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.”
The following is the text of the proposed amendment
to the first paragraph of Article SECOND of the Articles of Incorporation.
Article FIRST shall read:
The name of the Corporation is Sublingual Technology
Inc.
Article SECOND shall read: The
aggregate number of shares which the Corporation shall have authority to issue is 750,000,000 shares of Common Stock, $0.00001 par
value per share.
A new Article EIGHTH shall be added and shall
read:
The Board of Directors shall have authority to,
including pursuant to the Florida Business Corporation Act, Section 607.1002, effect a change in the name of the Corporation by a vote
of the majority of the Board of Directors, and without further shareholder approval.
If Proposal
1 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
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, and as described in our SEC filings (found at www.sec.gov), 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, repayment of indebtedness or stock option plans, (ii) provide
liquidity for funding our pharmaceutical development operations, possible acquisitions, marketing, licensing, branding and the purchase
of inventory related thereto, 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 and capital alternatives, the Board has no new 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 September 24, 2021, the Company had approximately $567,000 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 the number of shares that
shall be issuable upon full conversion of the note.
Based
on the Company’s Common Stock closing price of $0.041 per share on September 28, 2021 and taking into account the discount rates
for the applicable notes, the Company is required to reserve approximately 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 62,908,418 shares of Common Stock available under our Articles of Incorporation based on
the number of shares of our Common Stock currently issued and outstanding (290,421,214) and the shares of Common Stock reserved under
our contractual agreements (46,670,368).
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 outstanding 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.”
The
Board UNANIMOUSLY recommends a vote FOR Proposal 1 to amend our Articles of Incorporation.
PROPOSAL
2
GRANT
DISCRETIONARY AUTHORITY TO ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES
ELECTION
OF DIRECTORS
Each
director holds office until the next annual meeting of shareholders or until his successor has been elected and qualified. Unless otherwise
instructed, the persons named in the accompanying proxy intend to vote the shares represented by the Proxy FOR the election of
the four (4) nominees listed below. Although it is not anticipated that any nominee will decline or be unable to serve as a Director,
in such event, proxies will be voted by the proxy holder for such other persons as may be designated by the Board, unless the Board reduces
the number of directors to be elected.
The
current Board consists of Seth M. Shaw, Thomas J. Graham, James V. Rosati, and Chris Sferruzzo. The following table sets forth the nominees
for membership on the Board. It also provides certain information about the nominees as of the Record Date.
Name
|
|
Age
|
|
Position
|
|
Director
Since
|
|
Seth
M. Shaw
|
|
42
|
|
Director
and Chief Executive Officer
|
|
2015
|
|
Thomas
J. Graham
|
|
72
|
|
Director
|
|
2015
|
|
James
V. Rosati
|
|
71
|
|
Director
|
|
2021
|
|
Chris
Sferruzzo
|
|
43
|
|
Director
|
|
2021
|
|
Seth
M. Shaw has served as our chief executive officer and chairman of the Board since July 9, 2015. Mr. Shaw has extensive experience
building companies and securing financing from a broad array of both domestic and international institutional investors. Over the past
fifteen years, he has been instrumental in securing more than $100 million in capital, in aggregate, for a number of small-cap and micro-cap
public and private companies.
Mr. Shaw started his career at American International Group (AIG) Global Investment Group, after
which he gained further experience working at a prestigious Manhattan based hedge fund. In 2005, he founded Novastar Resources Ltd, a
natural resources exploration company focused on the exploration and acquisition of mineral properties containing the element thorium
(Th). During this period, Mr. Shaw secured more than $17 million in financing from top tier institutional investors and helped complete
the merger between Novastar Resources and Thorium Power, holding the position of Director of Strategic Planning until mid-2007. Subsequently,
the company changed its name to Lightbridge Inc. and currently trades on the NASDAQ stock exchange (LTBR).
Following
the above-referenced merger, Mr. Shaw has assisted several other companies in securing value-added capital from institutional investors
as well as providing management consulting services. Among those, Mr. Shaw was instrumental in securing $12,000,000 for a NASDAQ listed
flat panel color display developer. In addition, Mr. Shaw served as the founding CFO of a Los Angeles based Biotech firm which announced
plans for a $118 million NASDAQ IPO in February of 2011.
More
recently Mr. Shaw has served as President and CEO of OTCQB Listed Tauriga Sciences Inc., since July 2015, during which time he secured
a $2,000,000+ cash Settlement (Insurance Settlement) for the Company and launched its Tauri-Gum™ product line (Proprietary –
Cannabidiol -CBD- & Cannabigerol -CBG- Infused Chewing Gum). The Tauri-Gum™ product line consists of 7 distinct flavors/versions:
Pomegranate, Blood Orange, Peach-Lemon, Pear Bellini, Mint, Black Currant, Cherry Lime Rickey. He has created a multi-faceted business
model for Tauriga that has resulted in both revenue growth, vertical opportunities, and a strong balance sheet. Also, during his period,
Mr. Shaw has served as a Consultant for a NASDAQ listed Biotech firm developing a novel drug candidate for the treatment of Major Depressive
Disorder.
Mr.
Shaw graduated from Cornell University in 2001, with a degree in Policy Analysis Management and a concentration in Econometrics. Mr.
Shaw has served on the Board of Directors of a number of important entities and initiatives, including but not limited to: the Jewish
Community Center (JCC) of Dutchess County NY (2005-2015), Save A Child’s Heart (“SACH”) New York City Leadership Group
(2012-2017), The Cypress Fund for World Peace and Security (2006-2010), and has been active in numerous charities and not for profits,
including: The Robinhood Foundation (2007-2009).
Mr.
Thomas J. Graham has served as our director since August 2015. Mr. Graham is currently self-employed and leverages his industry
knowledge to help companies create effective strategies to successfully penetrate the retail marketplace. From 2000 to 2005, Mr. Graham
served as Director of Operations for Sears and Roebuck & Co., a national retailer with numerous stores nationwide. He oversaw direct
operations for all departments, including their managers and associates. In addition, he was accountable for all sales, labor and operation
standards as set by Sears Corporate. From 1993 to 2000, Mr. Graham from 1993 to 2000 served as a results-oriented Marketing and Sales
Director for a major Michigan retail supermarket called Goff Food Stores, with sales in excess of $100,000,000.00 annually. He coordinated
and oversaw all print and visual advertising including newspaper, radio and television. Mr. Graham worked with local and national vendors
to promote and increase sales and customer flow. In addition, he was responsible for all product placement and developed category management
standards for all departments and set merchandising plans and ensured they were followed by all store level personal.
Mr.
Graham is also an U.S. Military Veteran, serving in the U.S. Army during the Vietnam War from 1969 to 1971. He was honorably discharged
in 1971 with the rank of Sergeant First Class, with twelve months combat service in Vietnam from 1970-1971.
Mr.
James V. Rosati was appointed to the Company’s Board of Directors effective March 8, 2021. Mr. Rosati is a multi-disciplinary
business leader with more than 25 years of Chief Executive experience in the insurance, manufacturing, telecommunications, banking and
investment banking industries. Jim’s areas of functional specialty include financial management, strategic planning, corporate
governance and personnel development. Dating back to 1972, Jim has served in senior positions in private industry, government appointments
and community activities. In 2017, Jim retired as the Chief Executive Officer and President of Beacon Mutual Insurance Company, a prominent
Rhode Island based insurance carrier, after having been elevated to chief executive in 2007 to lead their successful turnaround through
the implementation of over 100 new policies, and significantly improving both its corporate governance and cultural dynamics. From 2017
to present, Jim has held board memberships and/or advisory roles for a number of for profit and non-profit entities, and has also been
an investor in both privately held and publicly traded company, including in the pharmaceuticals and healthcare industries. Jim was also
named one of the Top 25 Business Leaders in Rhode Island by the Providence Business News. Mr. Rosati is a veteran of the United States
Coast Guard and a graduate of Bryant University where he earned a bachelor’s degree in Economics. Mr. Rosati will serve as an independent
board member.
Mr.
Chris Sferruzzo was appointed to the Company’s Board of Directors effective March 8, 2021. Mr. Sferruzzo currently serves
as the Executive Vice President, Finance of Bozzutos Inc., a multi-billion dollar gross revenue distribution and logistics company based
in Connecticut which was founded in 1945, with multiple distribution centers that wholesale dry groceries, dairy and delicatessen items,
meat, poultry, seafood, produce, and non-food items to retail supermarkets, grocery stores, and independently-owned convenience stores,
as well as the recently announced agreement to sell the Company’s Tauri-gum products on its E-Commerce Platform. Prior to joining
Bozzuto’s, Mr. Sferruzzo was a senior portfolio manager at Lazard Asset Management where he oversaw a global fixed income and equity
derivative portfolio of 3.5 billion in assets comprising of investments from municipalities, family offices and corporate pension funds.
Prior to joining Lazard, Mr. Sferruzzo served as Chief Investment Officer at Argent Funds Group, where he oversaw the Global Fixed Income
and Equity Portfolio management teams. His team was recognized as Best in Class in 2006 and 2007 by Institutional Investor. Mr. Sferruzzo
also served as Managing Director for McMahan Securities where he was responsible for growing Sales & Trading, which attained record
performance under his leadership. Throughout his career he has acquired intense experience in P&L Ownership and Management. Mr. Sferruzzo
has focused on investing in various companies leveraging his experience in corporate restructurings, Mergers and Acquisitions and managing
teams to strengthen innovation, marketing and operational efficiency. Mr. Sferruzzo holds a Masters of Business Administration from the
University of Connecticut and a Bachelor’s of Science in Finance from Saint John’s University. Mr. Sferruzzo will serve as
a non-independent Board member.
Director
Compensation
The
following table summarizes the compensation paid to non-employee directors during the year ended March 31, 2021.
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
Change
in Pension Value and Non-Qualified
|
|
|
|
|
|
|
|
|
|
earned or
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
paid
in
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive
Plan
|
|
|
Compensation
|
|
|
All
Other
|
|
|
|
|
|
|
cash
($)
|
|
|
Awards
($)
|
|
|
Awards
($)
|
|
|
Compensation
($)
|
|
|
Earnings
($)
|
|
|
Compensation ($)
|
|
|
Total ($)
|
|
Thomas
J. Graham
|
|
$
|
28,150
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
28,150
|
|
James
V. Rosati
|
|
$
|
4,000
|
|
|
$
|
92,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
96,000
|
|
Chris
Sferruzzo
|
|
$
|
18,000
|
|
|
$
|
138,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
156,000
|
|
(1)
|
Mr.
Graham was paid $13,500 in cash compensation for his service as a director for the period of April 1, 2021 to September 28, 2021.
|
(2)
|
Mr.
Rosati was paid $8,000 in cash compensation for his service as a director for the period of April 1, 2021 to September 28, 2021.
|
(3)
|
Mr.
Sferruzzo was paid $8,000 in cash compensation for his service as a director for the period of April 1, 2021 to September 28, 2021.
|
VOTE
REQUIRED
Under
applicable Florida law, the election of each nominee requires the affirmative vote by a plurality of the votes cast by the shares entitled
to vote on the election of directors at the Special Meeting at which a quorum is present.
The
Board of Directors recommends voting FOR the election to the Board of Directors of each of the above-mentioned nominees.
PROPOSAL
3
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, Proposal 2 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 and Proposal 2. 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 Proposal
2 and seek to convince the holders of those shares to change their votes to votes in favor of Proposal 1 and Proposal 2.
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 3 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 September 24, 2021,
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., 4 Nancy Court, Suite 4, Wappingers Falls, NY 12590.
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 September 30, 2021 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 (resigned from board September 20, 2021)
|
|
|
2,630,874
|
|
|
|
*
|
|
Thomas J. Graham
|
|
|
120,001
|
|
|
|
*
|
|
Chris Sferruzzo
|
|
|
1,500,000
|
|
|
|
|
|
James Rosati
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officers:
|
|
|
|
|
|
|
|
|
Seth M. Shaw
(Chief Executive Officer and Board member)
|
|
|
4,635,201
|
|
|
|
1.60
|
%
|
Kevin P. Lacey
(Chief Financial Officer)
|
|
|
266,667
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
All directors and named executive officers as a group (6 persons)
|
|
|
10,192,743
|
|
|
|
3.51
|
%
|
*
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,
4 Nancy Court, Suite 4, Wappingers Falls, NY 12590, 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, 2021, 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,
4 Nancy Court, Suite 4, Wappingers Falls, NY 12590. 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.
DOCUMENTS
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this Proxy Statement. This means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered
to be a part of this Proxy Statement, except for any information that is superseded by information that is included directly in this
Proxy Statement or in any other subsequently filed document that also is incorporated by reference herein.
This
Proxy Statement incorporates by reference our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed with the SEC
on June 29, 2021, and our Quarterly Report for the period ended June 30, 2021, filed with the SEC on August 16, 2021.
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.
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/TAUG2021SM
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 the offices of Rimon, P.C., 250 Park Avenue, 7th Fl., New York, NY
10177.
To
the Shareholders of Tauriga Sciences, Inc.:
The
Special Meeting (“Special Meeting”) of Tauriga Sciences, Inc. (“Tauriga”) will be held on November 22,
2021, 9:00 a.m. Eastern Time, at the offices of Rimon, P.C., 250 Park Avenue, 7th Floor, New York, NY 10177. You may attend the Special
Meeting via live audio webcast by visiting Tauriga’s virtual meeting website at www.virtualshareholdermeeting.com/TAUG2021SM. 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 shareholder
and will enable you to securely log on, vote and submit questions during the Special Meeting on the meeting website.
The
Special Meeting will be held for the following purposes upon which you will be able to vote:
|
1.
|
Approve
an amendment to our Articles of Incorporation to (collectively, “Proposal 1”):
|
|
(iv)
|
change
the name of our Company to Sublingual Technologies Inc. to align with our current core business;
|
|
(v)
|
to
allow, under the Florida Business Corporations Act Section 607.1002, action by our Board
of Directors to affect a future change in the name of our Company without shareholder approval;
and
|
|
(vi)
|
to
increase the total number of authorized shares of common stock, par value $.00001 per share
(“Common Stock”) from 400,000,000 to 750,000,000 shares;
|
|
2.
|
Election
as directors of the nominees specified in the accompanying proxy statement (“Proposal
2”); and
|
|
3.
|
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 (“Proposal 3”).
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4.
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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.
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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.
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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